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WESTAR RESOURCES LIMITED Proxy Solicitation & Information Statement 2026

Mar 15, 2026

66085_rns_2026-03-15_71e76c39-2124-4a24-9444-286b71d0981d.pdf

Proxy Solicitation & Information Statement

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ASX:WSR

16 March 2026

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ASX ANNOUNCEMENT
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Notice of General Meeting

Westar Resources Limited (Westar, ASX:WSR) advises that the General Meeting of the Company (Meeting) will be held on 17 April 2026 at 8.30am at the Offices of the Company at Level 1, 19 Ord Street, West Perth WA.

In accordance with the Corporations Act 2001 (Cth) the Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded from:

  • the Company’s website at www.westar.net.au; and

  • the ASX market announcements page under the Company’s code “WSR”.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.

Participation and voting at the Meeting or by proxy

To vote in person, attend the Meeting on the date and at the place set out above.

Proxy forms can be lodged:

  • Online: https://investor.automic.com.au/#/loginsah

  • By mail: Automic, GPO Box 5193, Sydney NSW 2001

  • In-person : Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

  • By fax: +61 2 8583 3040

  • By mobile: Scan the QR Code on your Proxy Form and follow the prompts

In order for your proxy to be valid, your Proxy Form (and any power of attorney under which it is signed) must be received by the Proxy Cut-Off Time. Proxies received after this time will be invalid.

The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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Westar Resources Limited | ACN 635 895 082 | ABN 66 635 895 082
Level 1, 19 Ord St, West Perth, WA 6005 | PO Box 814 West Perth, WA 6872
+61 08 6556 6000 | [email protected] | www.westar.net.au
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ASX ANNOUNCEMENT ASX: WSR

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About Westar Resources Ltd

Westar Resources is a Perth-based Resource company focused on creating value for shareholders and the communities we live and work in, through the discovery, acquisition and development of high-quality gold and copper projects in supportive jurisdictions. Westar’s projects are strategically located in the highly prospective Yilgarn Craton near Southern Cross and Sandstone.

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Westar Resources Limited (ACN 635 895 082)

NOTICE OF MEETING AND EXPLANATORY MEMORANDUM

Friday 17 April 2026

8:30 am AWST

Office of the Company

Level 1, 19 Ord Street, West Perth WA 6005

This Notice of Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 (08) 6556 6000.

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11054291v1

NOTICE OF MEETING

Notice is given that the Meeting of Shareholders of Westar Resources Ltd (ACN 635 895 082) ( Company ) will be at the Office of the Company, Level 1, 19 Ord Street, West Perth WA 6005 on Friday 17 April 2026 commencing at 8:30am AWST.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 8:30am AWST on Wednesday 15 April 2026.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Approval to issue Tranche 2 Placement Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 250,000,000 fully paid ordinary shares at $0.005 per share to raise $1,250,000 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

  • (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holding of ordinary securities in the entity) (namely, the Placement Participants (and/or their respective nominees)); or

  • (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

  • (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the proxy or attorney to vote on this Resolution in that way; or

  • (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

  • (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of person excluded from voting, on this Resolution; and

  • (ii) the holder votes on this Resolution in accordance with directors given by the beneficiary to the holder to vote in that way.

2. Resolution 2(a) and 2(b) – Approval to issue Lead Manager Shares and Options to CPS Capital Group Pty Ltd

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholder approval is given for the Company to issue the following Securities to the Lead Manager:

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  • (a) 17,880,000 Lead Manager Shares; and

  • (b) 40,000,000 Lead Manager Options at an issue price of $0.00001 per option;

on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolution 2(a) or 2(b) by or on behalf of:

  • (a) a person who is expected in participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely, CPS Capital Group Pty Ltd (and/or its nominees)); or

  • (b) an Associate of that person or those persons.

However, this does not apply to a vote case in favour of the Resolution 2(a) or 2(b) by:

  • (a) a person as a 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

  • (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:

  • (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 2(a) or 2(b); and

  • (ii) the holder votes on the Resolution 2(a) or 2(b) in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 – Refresh of Securities under Employee Securities Incentive Plan

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.2 Exception 13(b) and for all other purposes, Shareholders approve the issue of up to a maximum of 75,000,000 Securities under the “Westar Employee Securities Incentive Plan” on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

  • (a) a person who is eligible to participate in the Employee Securities Incentive Plan; or

  • (b) an Associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

  • (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

  • (b) the Chair 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:

  • (iii) 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

  • (iv) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

  • (a) the proxy is either:

  • (i) a member of the Key Management Personnel; or

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(ii) a Closely Related Party of such a member; and

  • (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

  • (a) the proxy is the Chair; and

  • (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

4. Resolution 4 – Approval for Future Issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholder approval is given for the Company to issue up to 75,000,000 Shares, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

  • (a) a person who is expected in participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

  • (b) an Associate of that person (or those persons) who are expected to participate in, or will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, this does not apply to a vote case in favour of the Resolution by:

  • (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; 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:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated 16 March 2026

BY ORDER OF THE BOARD

Mr Ben Donovan Company Secretary Westar Resources Ltd

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the office of the Company, Level 1, 19 Ord Street, West Perth WA 6005 on Friday 17 April 2026 commencing at 8:30am AWST.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken b Shareholders y

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the 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. All Shareholders are invited and encouraged to participate in the Meeting and are encouraged to lodge a directed 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.

Please note that:

  • (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

  • (b)

  • a proxy need not be a member of the Company; and

  • (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Shareholders and their proxies should be aware that:

  • (a) If proxy holders vote, they must cast all directed proxies as they are directed to; and

  • (b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

  • (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

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  • (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

  • (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

  • (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

  • (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

  • (b) the appointed proxy is not the Chair of the meeting; and

  • (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA, on the question that the resolution be passed; and

  • (d) either of the following applies:

  • (i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;

  • (ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Proxy Holders and Voting Instructions

If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions.

If a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, is appointed as your proxy, they will not be able to vote your proxy on Resolution 3, unless you directed them how to vote.

If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote on Resolution 3 by marking “For”, “Against” or “Abstain” for that Resolution.

2.3 Submit your Proxy Vote

2.3.1 Online

Vote online at https://investor.automic.com.au/#/loginsah and simply follow the instructions on the enclosed proxy form.

2.3.2 By Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.

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The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:

BY MAIL Automic, GPO Box 5193, Sydney NSW 2001
BY EMAIL [email protected]
IN PERSON Automic Level 5, 126 Phillip Street, Sydney NSW 2001

3. Resolution 1– Approval to issue Tranche 2 Placement Shares

3.1 Background

On 23 February 2026, the Company announced that it had received firm commitments from sophisticated and professional investors ( Placement Participants ) for a two-tranche placement of ordinary shares to raise $1,490,000 ( Placement ).

The Placement was comprised as follows:

  • (a) up to 40,000,000 Placement Shares ( Tranche 1 Placement Shares ) at $0.006 to be issued pursuant to the Company’s Placement Capacity, approved under Resolution 11 of the Company’s 2025 AGM Notice of Meeting; and

  • (b) up to 250,000,000 Placement Shares ( Tranche 2 Placement Shares ) at $0.005 to be issued subject and conditional upon the Company obtaining approval under Listing Rule 7.1.

The funds raised from the Placement will be used for exploration, general working capital, due diligence and evaluation costs on new projects and costs of the offer.

CPS Capital Group Pty Ltd ( Lead Manager ) was engaged to act as lead manager to the Placement (see section 4.1 for more details of the engagement).

Further details regarding the Placement are set out in the Company’s announcement dated 23 February 2026.

3.2

General

Resolution 1 seeks Shareholder approval for the issue of the Tranche 2 Placement Shares issued.

3.3 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1, as it is an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1.

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3.5 Information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares to the Placement Participants within 3 months after the Meeting. In addition, the issue of the Tranche 2 Placement Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1. Further, up to approximately $1,250,000 (before costs) will be raised from the issue of the Tranche 2 Placement Shares.

If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares and no further funds will be raised.

3.6 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 1:

  • (a) the Tranche 2 Placement Shares will be issued to sophisticated and professional investors ( Placement Participants ). The Placement Participants were identified through a book build process, which involved the Lead Manager seeking expressions of interest to participate in the Offer from non-related parties of the Company;

  • (b) in accordance with paragraph 7.4 of Guidance Note 21, the Company confirms that except in respect of Mr Jason Peterson (via his associated entities), who is a substantial shareholder of the Company who will be issued more than 1% of the issued capital of the Company as part of the Tranche 2 Placement Shares, none of the Placement Participants are:

  • (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

  • (ii) issued more than 1% of the issued capital of the Company;

  • (c) a maximum of up to 250,000,000 Tranche 2 Placement Shares will be issued.

  • (d) the Tranche 2 Placement Shares to be issued are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;

  • (e) the Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

  • (f) the issue price of Tranche 2 Placement Shares is $0.005 per Share;

  • (g) the purpose of the issue of the Placement Shares was to raise approximately $1,490,000 (before costs). Funds raised from the issue of the Tranche 2 Placement Shares will be applied as set out in Section 3.1;

  • (h) the Tranche 2 Placement Shares are not being issued under an agreement;

  • (i) the Tranche 2 Placement Shares are not being issue to fund a reverse takeover; and

  • (j) a voting exclusion statement is set out in the Notice in respect of Resolution 1.

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3.7 Board Recommendation

The Directors of the Company believe Resolution 1 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour. The Chair intends to vote all undirected proxies in favour of Resolution 1.

4. Resolution 2(a) and 2(b) – Approval to issue Lead Manager Shares and Options to CPS Capital Group Pty Ltd

4.1 General

As announced on 23 February 2026 and as set out in Section 3.1 above, CPS Capital Group Pty Ltd acted as Lead Manager to the Placement, pursuant to the Lead Manager Mandate between the Company and the Lead Manager ( Lead Manager Mandate ).

A summary of the material terms of the Lead Manager Mandate are set out below.

  • (a) ( Services ): the Lead Managers agrees to provide lead manager services to the Company in respect of the Placement.

  • (b) ( Fees ): as consideration for the Services, the Company has agreed to:

  • (i) ( Management Fee ): CPS will receive a Management Fee of 2% (plus GST), for managing the Placement;

  • (ii) ( Placement Fee ): CPS will receive a placing fee of 4% (plus GST), for funds raised via the Placement, subject to Shareholder approval, the Management Fee and the Placement Fee (which total $89,400.00) will be paid and settled by way of fully paid ordinary shares at a deemed issue price of $0.005 per Share (being a total of 17,880,000 Shares) ( Lead Manager Shares ), being the same issue price as Tranche 2 Placement Shares;

  • (iii) ( Lead Manager Options ): subject to Shareholder approval, issue up to 40,000,000 Options (exercisable at $0.008 and expiring on the date that is three (3) years from the date of issue) to the Lead Manager (and/or their respective nominees); and

  • (iv) ( Corporate Advisory Fee ): CPS will receive a monthly corporate advisory fee of AUD$5,000.00 (plus GST) payable in cash, monthly for continuing capital markets support by CPS. This mandate is for a minimum term of twelve (12) months from the date of this Agreement.

The Lead Manager Mandate is otherwise on terms and conditions that are considered standard for such agreements.

Accordingly, Resolution 2(a) seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 17,880,000 Lead Manager Shares and Resolution 2(b) seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 40,000,000 options (exercisable at $0.008 and expiring on the date that is three (3) years from the date of issue) ( Lead Manager Options ), to the Lead Manager (and/or their respective nominees).

4.2 Listing Rule 7.1

A summary of the Listing Rule 7.1 is set out in Section 3.3 above.

The proposed issue of the Lead Manager Shares and Lead Manager Options is subject to Shareholder approval (which falls under Exception 17 of Listing Rule 7.2). Accordingly, the

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Company is seeking Shareholder approval under Listing Rule 7.1. for the issue of the Lead Manager Shares (under Resolution 2(a)) and the Lead Manager Options (under Resolution 2(b)).

4.3 Technical information required by Listing Rule 14.1A

If Resolution 2(a) and 2(b) are passed, the Company will be able to proceed with the issue of the Lead Manager Shares and Lead Manager Options. In addition, the issue of the Lead Manager Shares and Lead Manager Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 2(a) is not passed, the Company will not be able to proceed with the issue of the Lead Manager Shares and the Company will be required to consider alternative payment in lieu of such issue.

If Resolution 2(b) is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options and the Company will be required to consider alternative payment in lieu of such issue.

4.4 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2(a) and 2(b):

  • (a) the Lead Manager Shares (the subject of Resolution (2a)) and Lead Manager Options (the subject of Resolution (2b)) will be issued to CPS Capital Group Pty Ltd (and/or their respective nominees);

  • (b) the Lead Manager is not related parties or substantial holder of the Company. However, the Company notes that Mr Jason Peterson, a Director of CPS Capital Group Pty Ltd is a substantial shareholder of the Company (via his associated entities);

  • (c) a total of up to 17,880,000 Lead Manager Shares (the subject of Resolution (2a)) and 40,000,000 Lead Manager Options (the subject of Resolution (2b)) will be issued;

  • (d) the Lead Manager Shares (the subject of Resolution (2a)) will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

  • (e) Lead Manager Options (the subject of Resolution (2b)) will be issued on the terms and conditions set out in Schedule 3;

  • (f) the Lead Manager Shares (the subject of Resolution (2a)) and Lead Manager Options (the subject of Resolution (2b)) will be issued no later than three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

  • (g) the Lead Manager Shares (the subject of Resolution (2a)) will be issued at a deemed issue price of $0.005 and the Lead Manager Options (the subject of Resolution (2b)) will be issued at a nominal issue price of $0.00001 each. All funds raised from the proposed issue will be used towards general working capital;

  • (h) the Lead Manager Shares (the subject of Resolution (2a)) and the Lead Manager Options (the subject of Resolution (2b)) will be issued as consideration for the purpose of satisfying the Company’s obligations under the Lead Manager Mandate;

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  • (i) the Lead Manager Shares (the subject of Resolution (2a)) and the Lead Manager Options (the subject of Resolution (2b)) will be issued pursuant to the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 7.1 above;

  • (j) the Lead Manager Shares (the subject of Resolution (2a)) and the Lead Manager Options (the subject of Resolution (2b)) are not being issued under, or to fund, a reverse takeover; and

  • (k) a voting exclusion statement is included in Resolution 2(a) and 2(b) of this Notice.

4.5 Board Recommendation

The Directors of the Company believe that Resolution 2(a) and 2(b) is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 2(a) and 2(b). The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2(a) and 2(b).

5. Resolution 3 – Refresh of Securities under Employee Securities Incentive Plan

5.1 General

At the Company’s annual general meeting held on 16 November 2023, Shareholders approved the issue of up to 20,000,000 Equity Securities under its employee share scheme called the “Westar Resources Limited Employee Securities” ( Plan ).

The Directors consider it is desirable to provide an opportunity to eligible participants to participate in the Company’s future. Further, the Plan acts as a mechanism to ensure that interests of Shareholders, management and employees of the Company are aligned.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.2 (exception 13(b)) for the issue of up to 75,000,000 Equity Securities under the Plan .

5.2

Listing Rules 7.1 and 7.2 Exception 13(b)

Shareholder approval is not required under the Corporations Act or the Listing Rules for the operation of the Plan. However, Shareholder approval is being sought to allow the Company to rely on an exception to the calculation of the Listing Rules 7.1 and 7.1A on the number of securities that may be issued without Shareholder Approval. Listing Rule 7.2 exception 13(b) provides that Listing Rules 7.1 and 7.1A do not apply to an issue of securities under an employee incentive scheme that has been approved by Shareholders, where the issue of securities is within three (3) years from that date of Shareholder approval of the issue of securities under the employee incentive scheme.

The Plan participation is limited to Directors, employees and any service providers and certain ‘related persons’ to the aforementioned of the Company. If an issue is to be made to Directors, then separate Shareholder approval will need to be obtained.

Pursuant to and in accordance with ASX Listing Rule 7.2 Exception 13, the following information is provided in relation to this Resolution:

  • (a)

  • a summary of the key terms of the Plan is set out in Schedule 2;

  • (b) an aggregate of 12,400,000 performance rights were issued to various Directors, employees and consultants of the Company under the Plan since the date of last approval, being 16 November 2023:

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  • (c) as at the date of this Notice, the Company has not agreed to issue any Securities under the Plan;

  • (d) a maximum of 75,000,000 Securities would be available to be issued under the Plan if approved by Shareholders (being approximately 14% of the Shares on issue. This maximum number of Securities is not intended to be a prediction of the actual number of Securities to be issued under the Plan, but simply a maximum number for the purposes of setting a ceiling on the number of Securities to be issued under the Plan for the purposes of ASX Listing Rule 7.2 (exception 13(b)). In any event, no Securities will be issued if to do so would contravene any applicable laws; and

  • (e) a voting exclusion statement applied to this Resolution.

5.3 Listing Rule 14.1A

Resolution 3 seeks Shareholder approval for the issue of Securities under the Plan to be an exception from Listing Rule 7.1 for a period of three (3) years.

If Shareholders approve this Resolution, any issue of Securities under the Plan over the three (3) years (up to the maximum number set out above) will not use up a portion of the Company’s Listing Rule 7.1 capacity when that issue is made. This means that the Company will preserve its flexibility to issue securities without seeking Shareholder approval if and when it issues Securities under the Plan.

It should be noted that if the Resolution is passed, the Company will only be able issue equity securities under the Plan to eligible participants who are unrelated parties without seeking prior Shareholder approval for a period of three (3) years after the Meeting. Any proposed issue of Securities to a Director or other related party, or any of their associates, under the Plan will require prior Shareholder approval under ASX Listing Rule 10.14.

If this Resolution is not passed, the Plan will not be refreshed and/or renewed and the existing approvals of the Plan received on 16 November 2023 will expire on 16 November 2026. After this time, the Company may still decide in future to issue Securities to eligible employees and consultants who are unrelated parties under the Plan, but each such issue will not be exempt from Listing Rule 7.1 and will use up a portion of the Company’s Listing Rule 7.1 capacity at the relevant time made (unless another exemption from Listing Rule 7.1 is applicable). The issue of Securities under the Plan in those circumstances would therefore reduce the Company’s ability to issue equity securities without seeking Shareholder approval.

5.4 Board recommendation

Approval of this Resolution will enable the Company to preserve its flexibility under its Listing Rule 7.1 capacity when it issues Securities under the Plan for the period of three (3) years after the Meeting. Directors are eligible to be offered Securities under the Plan, however, any proposed issue of Securities to a Director or their associates requires prior Shareholder approval under ASX Listing Rule 10.14 before it can be made, and the passing of this Resolution will not enable the Company to issue any equity securities to a Director or their associates. The Directors recommend that Shareholders vote in favour of this Resolution.

6. Resolution 4 – Approval for Future Issue of Shares

6.1 General

The Company is seeking approval to issue up to 75,000,000 Shares at an issue price equal to an 80% discount to the 5 day VWAP ( Proposed Shares ). Please note that this Resolution is for the pre-approval to issue Shares subject to the condition set out in this Section 6, within 3 months from the date of the meeting. The Board may determine not to proceed with the issue of the proposed Shares

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A summary of Listing Rule 7.1 is set out in Section 3.3.

The proposed issue of the Proposed Shares does not fall within any of these exceptions set out in Listing Rule 7.2 and may exceed the 15% limit in Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the Proposed Shares.

6.2 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Proposed Shares. In addition, the issue of the Proposed Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Proposed Shares.

Resolution 4 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Proposed Shares.

6.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

  • (a) the Proposed Shares will be issued to professional and sophisticated investors, who will be selected by the Directors through a bookbuild process, which will involve the Directors seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company;

  • (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients would be related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties, and issued more than 1% of the issued capital of the Company;

  • (c)

  • the maximum number of Proposed Shares to be issued is 75,000,000

  • (d) the Proposed Shares will be fully paid ordinary shares in the capital of the Company on same terms and conditions as the Company’s existing Shares;

  • (e) the Proposed Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the issue will occur on the same date;

  • (f) the price of the Proposed Shares will be an equal to an 20% discount to the 5 day VWAP. Set out below are worked examples based on a 5 day VWAP of the Company’s Shares calculated up to and including 2 March to 9 March 2026, being $0.0068, along with a 50% decrease and a 50% increase to the 5 day VWAP of the Company’s Shares calculated up to and including 2 March till 9 March 2026, being $0.0034 and $0.0102 respectively:

Assumed VWAP $0.0034 $0.0068 $0.0102
Issue Price $0.0027 $0.0054 $0.0081
Funds Raised $204,000 $408,000 $612,000

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  • (g) the purpose of the Proposed Shares is to raise capital, which the Company intends to apply towards ongoing exploration work, reviewing new acquisition opportunities and general working capital.

  • (h) the Proposed Shares are not being issued under an agreement;

  • (i) the Proposed Shares are not being issued under, or to fund, a reverse takeover; and

  • (j) a voting exclusion statement is set out in the Notice.

The Directors of the Company believe Resolution 4 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

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SCHEDULE 1– Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

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 Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors.

Business Day means:

  • (a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

  • (b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair means the person appointed to chair the Meeting convened by this 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 Westar Resources Limited (ACN 635 895 082).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

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.

Lead Manager has the meaning given in Section 3.1

Lead Manager Mandate has the meaning given in Section 4.1.

Lead Manager Options has the meaning given in Section 4.1.

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Lead Manager Shares has the meaning given in Section 4.1.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Placement has the meaning given in Section 3.1.

Plan has the meaning given in Section 5.1.

Placement Participants has the meaning given in Section 3.1.

Proposed Shares has the meaning given in Section 6.1.

Proxy Form means the proxy form attached to the Notice.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Tranche 1 Placement Shares has the meaning given in Section 3.1.

Tranche 2 Placement Shares has the meaning given in Section 3.1.

VWAP means volume weight average price.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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SCHEDULE 2 - Summary Terms of Employee Securities Incentive Plan

A summary of the terms of the Plan is set out below:

  • (a) ( Eligible Participant ): Eligible Participant means a person that:

  • (i) is an "eligible participant" (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and

  • (ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

  • (b) ( Purpose ): The purpose of the Plan is to:

  • (i) assist in the reward, retention and motivation of Eligible Participants;

  • (ii) link the reward of Eligible Participants to Shareholder value creation; and

  • (iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

  • (c) ( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

  • (d) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

  • (e) ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

  • (f) ( Terms of Convertible Securities ): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

  • (g) ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless

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and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

  • (h) ( Exercise of Convertible Securities and cashless exercise ): To exercise an Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

  • (i) ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

  • (j) ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

  • (i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

  • (ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

  • (k) ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

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  • (l) ( Rights attaching to Plan Shares ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

  • (m) ( Disposal restrictions on Plan Shares ): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

  • (i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

  • (ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

  • (n) ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

  • (o) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

  • (p) ( Trust ): The Board may, in its discretion, use an employee share trust or other mechanism for the purposes of holding Shares and Plan Shares (or other Securities) before or after the exercise of a Convertible Security or delivering any Plan Shares arising from exercise of a Convertible Security under these Rules on such terms and conditions as determined by the Board. For the avoidance of doubt, the Board may do all things necessary for the establishment, administration, operation and funding of an employee share trust.

  • (q) ( Compliance with Applicable Laws ): Notwithstanding the Plan rules or any terms of a Security, no Security may be offered, granted, vested or exercised, and no Share may be issued or transferred, if to do so would contravene any applicable laws. In particular, the Company must have reasonable grounds to believe, when making an Invitation, that the total number of Plan Shares that may be acquired upon exercise of the Convertible Securities offered, under an Invitation, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on ASIC Class Order 14/ 1000 at any time during the previous 3 year period under:

  • (i) an employee incentive scheme covered by ASIC Class Order 14/1000; or

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(ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:

  • (iii) an offer to a person situated at the time of receipt of the offer outside Australia;

  • (iv) an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or

  • (v) an offer made under a disclosure document,

would not exceed 5% (or such other maximum permitted under any Applicable Law) of the total number of Shares on issue at the date of the Invitation.

  • (r) ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

  • (s) ( Plan duration ): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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SCHEDULE 3 –Terms of Lead Manager Options

(a) Entitlement

Each Option entitles the holder to subscribe for one (1) Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is $0.008 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AWST) on the date that is 3 years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

  • (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

  • (ii) if required, give ASX a notice that complies with 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

  • (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

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(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in Exercise Price or number of underlying securities

Subject to paragraph (i), an Option does not confer a right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

==> picture [187 x 58] intentionally omitted <==

Westar Resources Limited | ABN 66 635 895 082

Your proxy voting instruction must be received by 8:30am (AWST) on Wednesday, 15 April 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

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/#/homeShareholders 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/#/loginsahor
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:
[email protected]
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)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Westar Resources Limited, to be held at 8:30am (AWST) on Friday, 17 April 2026 at Level 1, 19 Ord Street, West Perth WA 6005 hereby:

==> picture [37 x 171] intentionally omitted <==

Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.

Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 3 (except where I/we have indicated a different voting intention below) even though Resolution 3 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 Resolutions For Against
Abstain
Against
Abstain
1 Approval to issue Tranche 2 Placement Shares
2a Approval to issue 17,880,000 Lead Manager Shares to CPS Capital Group Pty Ltd
2b Approval to issue 40,000,000 Lead Manager Options at an issue price of $0.00001 per option to CPS Capital
Group Pty Ltd
3 Refresh of Securities under Employee Securities Incentive Plan
4 Approval for Future Issue of Shares
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

Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Individual or Securityholder 1 Securityholder 2 Securityholder 2 Securityholder 2 Securityholder 2 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).