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XENITRA LIMITED — Proxy Solicitation & Information Statement 2026
Feb 11, 2026
66096_rns_2026-02-11_3978db43-2af5-48d9-9850-fa947546bb4a.pdf
Proxy Solicitation & Information Statement
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ASX ANNOUNCEMENT
12 February 2026
General Meeting of Shareholders
Aumake Limited ( Company ) provides the following documents regarding the general meeting of shareholders:
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Letter to shareholders
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Notice of meeting
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Sample proxy form
Authorised by the Board of Aumake Limited.
For further information please contact:
Sebastian Andre [email protected]
Aumake Limited ABN 79 150 110 017 Suite 1507, World Tower, 87-89 Liverpool St, Sydney NSW 2000 | Aumake.com.au
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12 February 2026
Dear Shareholder
GENERAL MEETING OF SHAREHOLDERS AND ELECTRONIC COMMUNICATIONS
Aumake Limited (the Company ) ( ASX:AUK ) is convening a General Meeting of shareholders ( Meeting ) on Friday, 13 March 2026, at 11:00 am (AEDT). If you would like to attend, it will be held at Suite 1507, 87-89 Liverpool St, Sydney NSW 2000. If the above arrangements with respect to the Meeting change, shareholders will be updated via ASX Market Announcements Platform as well as the Company’s website at https://aumake.com.au.
Notice of meeting
In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the notice of meeting ( Notice ) to shareholders unless a shareholder has requested a hard copy of the Notice or made an election for the purposes of section 110E of the Corporations Act to receive documents from the Company in physical form. The Notice can be viewed and downloaded from the Company’s website at https://investors.aumake.com.au/asx-announcements or ASX at www2.asx.com.au.
Voting
Shareholders are encouraged to participate in voting on the resolutions to be considered at the Meeting. To vote by proxy, please complete, sign and return your personalised proxy form in accordance with the instructions set out in the proxy form. Alternatively, you may vote online at https://www.votingonline.com.au/aukgm2026, or in person by attending the Meeting.
Proxy form instructions (by proxy form or online voting) must be received by the Company’s share registry by no later than 11:00 am (AEDT) on 11 March 2026. Instructions received after that time will not be valid for the Meeting.
The Company encourages all shareholders to vote prior to the Meeting by returning their proxy voting instructions before the deadline and advises that all voting in respect of resolutions considered at the Meeting will be conducted on a poll.
Electronic communications
The Company encourages all shareholders to communicate with the Company by email at [email protected] and the Company’s share registry at [email protected]. These methods allow the Company to keep you informed without delay, are environmentally friendly, and reduce the Company’s print and mail costs.
Please register to receive electronic communications and update your shareholder details online at https://www.investorserve.com.au/.
Sebastian Andre Company Secretary
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AUMAKE LIMITED (ACN 150 110 017)
NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM
Friday, 13 March 2026
11:00 AM (AEDT)
To be held in person at
Suite 1507, 87-89 Liverpool St, Sydney NSW 2000
This Notice of General 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 1800 800 285.
NOTICE OF MEETING
Notice is given that the General Meeting of Shareholders of Aumake Limited (ACN 150 110 017) ( Company ) will be held in person at Suite 1507, 87-89 Liverpool St, Sydney NSW on Friday, 13 March 2026 commencing at 11:00 AM (AEDT) ( Meeting ).
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 7:00PM AEDT on Wednesday, 11 March 2026.
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.
AGENDA
1. Resolutions 1(a) and 1(b) – Ratification of prior issue of Placement Shares (Listing Rules 7.1 and 7.1A)
To consider and, if thought fit, to pass, with or without amendment, the following resolutions as ordinary resolutions :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to:
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(a) 442,164,118 Placement Shares issued under the Company’s Listing Rule 7.1 capacity; and
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(b) 307,835,882 Placement Shares issued under the Company’s Listing Rule 7.1A capacity,
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on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of these Resolutions by or on behalf of
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(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement Participants (and/or their respective nominees));
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(b) or an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of these Resolutions by:
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(a) a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of person excluded from voting, on the Resolutions; and
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(ii) the holder votes on the Resolutions in accordance with directors given by the beneficiary to the holder to vote in that way.
2. Resolution 2 – Ratification of prior issue of Additional 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 19,500,000 Additional Placement Shares issued under the Company’s Listing Rule 7.1 capacity, on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
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(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, the Additional Placement Participants (and/or their respective nominees));
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(b) or an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of person excluded from voting, on the Resolution; and
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(ii) the holder votes on the Resolution in accordance with directors given by the beneficiary to the holder to vote in that way.
3. Resolution 3 – Approval to issue Free-Attaching Options
To consider and, if thought fit, pass with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 769,500,000 Free-Attaching Options (exercisable at $0.004 and expiring on the date that is two (2) years from the date of issue) on the terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
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(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 holder of ordinary securities in the Company) (namely, the Option Recipients (and/or their respective nominees)); or
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(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
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(a) a person as proxy or attorney who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
4. Resolution 4 – Approval of Change of Company Name and amendment of Constitution
To consider, and if thought fit, to pass with or without amendment, the following resolution as a special resolution :
“That, for the purpose of section 157(1)(a) of the Corporations Act and for all other purposes, the Company change its name from ‘Aumake Limited’ to ‘Xenitra Limited’ and all references in the Company Constitution to ‘Aumake Limited’ be amended to ‘Xenitra Limited’ to reflect the Company’s new name.”
Dated 11 February 2026
BY ORDER OF THE BOARD
Sebastian Andre Company Secretary
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 in person at Suite 1507, 87-89 Liverpool St, Sydney NSW on Friday, 13 March 2026 commencing at 11:00 AM (AEDT).
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 in person.
Please note that:
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(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(b)
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a proxy need not be a member of the Company; and
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(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:
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(a) If proxy holders vote, they must cast all directed proxies as they are directed to; and
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(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:
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(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
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(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
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(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:
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(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
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(b) the appointed proxy is not the Chair of the meeting; and
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(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
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(d) either of the following applies:
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(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;
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(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 you intend to appoint the Chair, as your proxy, you are encouraged to direct them how to vote on the resolutions by marking “For”, “Against” or “Abstain” for each of the resolutions.
3. Resolutions 1(a) and 1(b) – Ratification of prior issue of Placement Shares (Listing Rules 7.1 and 7.1A)
3.1 Background
On 11 December 2025, the Company announced that it had received commitments from institutional, professional and sophisticated investors to raise up to $1,500,000 (before costs) via the issue of 750,000,000 Shares at an issue price of $0.002 each ( Placement Shares ), along with one free-attaching unlisted Option (exercisable at $0.004 and expiring on the date that is two (2) years from the date of issue ( Placement Options ) for every one (1) Placement Share subscribed for and issued ( Placement ).
Funds raised from the Placement were to be used towards inventory, general working capital and costs of the Placement.
The issue of the Placement Options were subject to prior shareholder approval.
On 22 December 2025, the Company issued 750,000,000 Placement Shares as follows:
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(a) 442,164,118 Placement Shares issued under the Company’s Listing Rule 7.1 capacity (the subject of Resolution 1(a)); and
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(b) 307,835,882 Placement Shares issued under the Company’s Listing Rule 7.1A capacity (the subject of Resolution 1(b)).
The issue of the Placement Shares did not breach the Company’s issuing capacity under Listing Rules 7.1/7.1A.
For further details regarding the Placement, refer to the Company’s announcement dated 11 December 2025.
3.2
General
Accordingly, Resolutions 1(a) and 1(b) seek Shareholder ratification for the prior issue of the 750,000,000 Placement Shares issued under the Company’s Listing Rule 7.1 and 7.1A capacity.
3.3 Listing Rules 7.1 and 7.1A
Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase the 15% limit in Listing Rule 7.1 by an extra 10%, to a combined 25%.
The issue of the Placement Shares does not fit within the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, if effectively uses up part of the combined 25% limit under Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares.
3.4
Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have
been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A. By ratifying the issue of the Placement Shares, the Company will retain flexibility to issue the equity securities in the future up to the combined 25% annual placement capacity set out in Listing Rules 7.1 and 7.1A without the requirement to obtain prior Shareholder approval. To this end, Resolutions 1(a) and 1(b) seek Shareholder ratification for the issue of the Placement Shares for the purpose of Listing Rule 7.4.
3.5 Technical information required by Listing Rule 14.1A
If Resolutions 1(a) and 1(b) are passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit under Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.
If Resolutions 1(a) and 1(b) are not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities it can issued under Listing Rules 7.1 and 7.1A without Shareholder approval over the 12 month period following the issue date.
3.6
Technical information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 1(a) and 1(b):
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(a) the Placement Shares were issued to institutional, sophisticated and professional investors who were a combination of clients of the lead manager (Novus Capital Limited) and new and existing shareholders of the Company ( Placement Participants ). The Placement Participants were identified through a book build process, which involved the lead manager and the Company seeking expressions of interest to participate in the Placement from non-related parties of the Company;
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(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants are:
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(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
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(ii) were issued more than 1% of the issued capital of the Company;
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(c) a total of 750,000,000 Placement Shares were issued as follows:
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(i) 442,164,118 Placement Shares issued under the Company’s Listing Rule 7.1 capacity (the subject of Resolution 1(a)); and
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(ii) 307,835,882 Placement Shares issued under the Company’s Listing Rule 7.1A capacity (the subject of Resolution 1(b));
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(d) the Placement Shares were issued on 22 December 2025;
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(e) the Placement Shares issued were fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;
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(f) the issue price of the Placement Shares was $0.002 each;
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(g) the purpose of the issue of the Placement Shares was to raise up to approximately $1,500,000 (before costs). Fund raised from the issue of the Placement Shares are to be used as set out in Section 3.1 above;
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(h) the Placement Shares were not issued under an agreement; and
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(i) a voting exclusion statement is included in the Notice in respect of Resolutions 1(a) and 1(b).
3.7 Board recommendation
The Board believes that Resolutions 1(a) and 1(b) are in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of these Resolutions. The Chair intends to vote undirected proxies in favour of Resolutions 1(a) and 1(b).
4. Resolution 2 – Ratification of prior issue of Additional Placement Shares (Listing Rule 7.1)
4.1 General
On 22 December 2025, the Company issued an additional 19,500,000 Shares at an issue price of $0.002 each ( Additional Placement Shares ) to institutional, sophisticated and professional investors ( Additional Placement Participants ), in order to raise an additional $39,000 (before costs), with one (1) free-attaching Option (exercisable at $0.004 and expiring on the date that is two (2) years from the date of issue) ( Additional Options ) ( Additional Placement ). The issued of the Additional Options are subject to prior shareholder approval.
Funds raised from the Additional Placement were put towards the Company’s general working capital and costs of the Additional Placement. The Additional Placement was on the same terms as the Placement.
The Additional Placement Shares were issued under the Company’s Listing Rule 7.1 capacity and the issue did not breach Listing Rule 7.1.
Accordingly, Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the 19,500,000 Additional Placement Shares.
4.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 3.3 above.
The issue of the Placement Shares does not fit within the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, if effectively uses up part of the 15% limit under Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Additional Placement Shares.
4.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 3.4 above.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under
Listing Rule 7.1. By ratifying the issue of the Additional Placement Shares, the Company will retain flexibility to issue the equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. To this end, Resolution 2 seeks Shareholder ratification for the issue of the Additional Placement Shares for the purpose of Listing Rule 7.4.
4.4 Technical information required by Listing Rule 14.1A
If Resolution 2 is passed, the Additional Placement Shares will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Additional Placement Shares.
If Resolution 2 is not passed, the Additional Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issued under Listing Rule 7.1 without Shareholder approval over the 12 month period following the issue date.
4.5
Technical information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 2:
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(a) the Additional Placement Shares were issued to institutional, sophisticated and professional investors, none of whom are a related party of the Company;
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(b) a total of 19,500,000 Additional Placement Shares were issued under the Company’s Listing Rule 7.1 capacity:
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(c)
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the Additional Placement Shares were issued on 22 December 2025;
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(d) the Additional Placement Shares issued were fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;
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(e)
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the issue price of the Additional Placement Shares was $0.002 each;
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(f) the purpose of the issue of the Additional Placement Shares was to raise up to approximately $39,000 (before costs). Fund raised from the issue of the Placement Shares are to be used as set out in Section 4.1 above;
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(g) the Additional Placement Shares were not issued under an agreement; and
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(h) a voting exclusion statement is included in the Notice in respect of Resolution 2.
4.6 Board recommendation
The Board believes that Resolution 2 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 2. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2.
5. Resolution 3 – Approval to issue Free-Attaching Options
5.1 General
As set out in Section 3.1 and 4.1 above, the terms of the Placement and Additional Placement included the issue of the free-attaching Placement Options and Additional Options (together, the Free-Attaching Options ).
Up to a total of 769,500,000 Free-Attaching Options (exercisable at $0.004 and expiring on the date that is two (2) years from the date of issue) are to be issued, subject to prior shareholder approval.
Accordingly, Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 769,500,000 Free-Attaching Options to the Placement Participants and Additional Placement Participants (together, the Option Recipients ) (and/or their respective nominees).
5.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is provided at Section 3.3 above.
The proposed issue of the Free-Attaching Options falls within exception 17 of Listing Rule 7.2, as the terms of the Placement and Additional Placement was that the Free-Attaching Options were subject to prior Shareholder approval. Exception 17 under Listing Rule 7.2 provides that if the issue of any securities requires prior shareholder approval, then such issue is not counted towards 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 Free-Attaching Options.
5.3 Technical Information required by Listing Rule 14.1A
If Resolution 3 is passed the Company can proceed with the issue of the Free-Attaching Options. In addition, the Free-Attaching Options 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 3 is not passed, the Company will not be able to proceed with the issue of the Free-Attaching Options and the Company may be required to consider alternative means of consideration in lieu of such issue.
5.4 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 3:
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(a) the Free-Attaching Options will be issued to the Option Recipients (and/or their respective nominees);
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(b) in accordance with paragraph 7.2 of Guidance Note 21, the Company confirms that none of the Placement Participants and Additional Placement Participants are:
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(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
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(ii) will be issued more than 1% of the issued capital of the Company at the time of issue;
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(c) a total of 769,500,000 Free-Attaching Options are to be issued;
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(d) the Free-Attaching Options are to be issued on the terms set out in Schedule 2;
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(e) the Free-Attaching Options are being issued at a nil issue price;
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(f) the purpose of the issue of the Free-Attaching Options are free-attaching Options on a one(1) for one (1) basis under the Placement and Additional Placement. Further details regarding the Placement and Additional Placement are set out in Section 3.1 and 4.1 above (respectively). No funds will be raised from the issue of the FreeAttaching Options;
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(g) the Free-Attaching Options are not being issued under an agreement;
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(h) the Free-Attaching Options are not being issued under, or to fund, a reverse takeover; and
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(i) a voting exclusion statement is included in Resolution 3 of the Notice.
5.5 Board recommendation
The Board believes Resolution 3 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution 3. The Chair of the meeting intends to vote undirected proxies in favour of this Resolution 3.
6. Resolution 4 – Approval of Change of Company Name and amendment of Constitution
6.1 General
The Company is proposed to change its name from ‘Aumake Limited’ to ‘Xenitra Limited’. The Board proposes this change of name on the basis that it believes the proposed name of ‘Xenitra Limited’ provides the company with a new brand as it transitions through a company rejuvenation.
The Company has reserved Xenitra Limited as a company name with ASIC.
Pursuant to section 157(1)(a) of the Corporations Act, a change in company name can only be effected by way of a special resolution that is passed by the company’s shareholders. Accordingly, Resolution 4 is a special resolution and can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in favour of Resolution 4.
The Company also proposes to change its ASX ticker code from ‘AUK’ to ‘XEN’ to reflect this change. The Company has reserved the ‘XEN’ ticker code with ASX.
Subject to the Company obtaining Shareholder approval (the subject of this Resolution 4), the name change will take effect from when ASIC alters the details of the Company’s registration.
Accordingly, Resolution 4 seeks Shareholder approval pursuant to section 157(1) of the Corporations Act to amend the Company’s name from ‘Aumake Limited’ to ‘Xenitra Limited’.
6.2 Amendment to Constitution
A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.
As noted above, Resolution 4 is a special resolution, which seeks Shareholder approval to enable the Company to modify its current Constitution to amend all references in the Company’s Constitution to ‘Aumake Limited’ to ‘Xenitra Limited’, to reflect the Company’s new name.
A copy of the amended Constitution is available for review by Shareholders at the office of the Company. A copy of the amended Constitution can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.
6.3 Board recommendation
The Board believes that Resolution 4 is in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of Resolution 4. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 4.
Schedule 1– Definitions
In this Notice and the Explanatory Memorandum:
$ means Australian Dollars.
Additional Options has the meaning given to it in Section 4.1.
Additional Placement has the meaning given to it in Section 4.1.
Placement Participants has the meaning given to it in Section 4.1.
Additional Placement Shares has the meaning given to it in Section 4.1.
AEDT means Australian Eastern Daylight Savings Time, being the time in New South Wales, Australia.
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.
Board means the board of Directors.
Business Day means:
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(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
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(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:
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(a) a spouse or child of the member; or
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(b) has the meaning given in section 9 of the Corporations Act.
Company means Aumake Limited (ACN 150 110 017).
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.
Explanatory Memorandum means the explanatory memorandum attached to the Notice.
Free-Attaching Options has the meaning given to it in Section 5.1.
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.
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.
Option means an option which entities the holder to subscribe for one Share.
Option Recipients has the meaning given to it in Section 5.1.
Placement has the meaning given to it in Section 3.1.
Placement Options has the meaning given to it in Section 3.1.
Placement Participants has the meaning given to it in Section 3.6(a).
Placement Shares has the meaning given to it in Section 3.1.
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.
VWAP means volume weight average price.
In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.
Schedule 2 – Terms and conditions of Free-Attaching Options
The following terms and conditions apply to the Free-Attaching Options (Resolution 3):
(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 $0.004 ( Exercise Price ).
(c) Expiry Date
Each Option will expire at 5:00 pm AEDT on the date that is two (2) 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:
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(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;
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(ii) if required, give ASX a notice that complies with section 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
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(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
11038378v1
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.
(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) Change in exercise price/Adjustment for rights issue
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(k) 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.
(l)
Transferability
Subject to the Board’s discretion, the Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
(m) Quotation
Subject to the Board’s discretion, the Company may seek quotation of the Options in accordance with the Listing Rules and Corporations Act, subject to satisfaction of the minimum quotation requirements under the Listing Rules. In the event that the Board elects not to obtain quotation, or quotation of the Options cannot be obtained, the Options will remain unquoted.
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All Correspondence to:
By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655
Online: www.boardroomlimited.com.au
By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 11:00am (AEDT) on Wednesday, 11 March 2026.
TO APPOINT A PROXY ONLINE
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BY SMARTPHONE
STEP 1: VISIT https://www.votingonline.com.au/aukgm2026 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):
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Scan QR Code using smartphone QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.
STEP 3 SIGN THE FORM
The form must be signed as follows:
Individual: This form is to be signed by the securityholder.
Joint Holding : where the holding is in more than one name, all the securityholders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 LODGEMENT
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (AEDT) on Wednesday, 11 March 2026. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
Online https://www.votingonline.com.au/aukgm2026 By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration .
Aumake Limited ACN 150 110 017
Your Address
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
PROXY FORM
STEP 1 APPOINT A PROXY
I/We being a member/s of Aumake Limited (Company) and entitled to attend and vote hereby appoint:
the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at the Suite 1507, 87-89 Liverpool St, Sydney NSW 2000 on Friday, 13 March 2026 at 11:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
The Chair of the Meeting is authorised to exercise undirected proxies: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1(a), 1(b), 2 or 3, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Items.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1(a), 1(b), 2 and 3). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.
STEP 2 VOTING DIRECTIONS
- If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.
For Against Abstain*
Resolution 1(a) Ratification of prior issue of Placement Shares (Listing Rules 7.1)
Resolution 1(b) Ratification of prior issue of Placement Shares (Listing Rule 7.1A)
Resolution 2 Ratification of prior issue of Additional Placement Shares
Resolution 3 Approval to issue Free-Attaching Options
Resolution 4 Approval of Change of Company Name and amendment of Constitution (Special Resolution)
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STEP 3 SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director and Sole Company Secretary
Director
Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2026