Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
Brazilian Critical Minerals Ltd (ABN: 82 089 221 634)
AUS: Level 28, 140 St Georges Terrace, Perth WA 6000 T +61 8 6383 7820
BRA: MINERAÇÃO BBX DO BRASIL LTDA, Rua dos Inconfidentes n⁰ 867, Savassi, Belo Horizonte, Minas Gerais, CEP 30.140-128
23 October 2026
Dear Shareholder,
Annual General Meeting – Notice of Meeting and Proxies
Notice is given that the Annual General Meeting (Meeting) of Shareholders of Brazilian Critical Minerals
Limited (ACN 089 221 634) (Company) will be held as follows:
Time and date: 11:00am (AWST) on Thursday, 26 November 2026
In-person: The Office of Argus Corporate Partners Pty Ltd,
Office 4, 996 Hay Street, Perth WA 6000
Notice of Meeting
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.braziliancriticalminerals.com and
• the ASX market announcements page under the Company’s code “BCM”.
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.
Voting at the Meeting or by proxy
Shareholders are encouraged to vote by lodging a Proxy Form.
The Directors instruct all Shareholders who would like to have their vote counted to vote by lodging a
Proxy Form prior to 11:00am (AWST) on Tuesday, 24 November 2026 (Proxy Cut-Off Time).
Shareholders are strongly urged to vote by lodging a Proxy Form prior to the Meeting.
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 email: meetings@automicgroup.com.au
• 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.
Authorised for release by:
Ben Donovan
Company Secretary
Brazilian Critical Minerals Limited
Brazilian Critical Minerals Limited
ACN 089 221 634
Notice of Annual General Meeting
The Annual General Meeting of the Company will be held as follows:
Time and date: 11:00am (AWST) on Thursday, 26 November 2026
In-person: The Office of Argus Corporate Partners Pty Ltd, Office 4, 996
Hay Street, Perth WA 6000
The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt
as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company
Secretary by telephone on +61 401 248 048.
Shareholders are urged to vote by lodging the Proxy Form
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Brazilian Critical Minerals Limited
ACN 089 221 634
(Company)
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of Shareholders of Brazilian Critical Minerals Limited
(Company) will be held at The Office of Argus Corporate Partners Pty Ltd, Office 4, 996 Hay Street, Perth WA
6000 on Thursday, 26 November 2026 at 11:00am (AWST) (Meeting).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The
Explanatory Memorandum and the Proxy Form, form part of the 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 on Tuesday, 24
November 2026 at 5:00pm (AWST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1 Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year ended
30 June 2026, which includes the Financial Report, the Directors’ Report and the Auditor’s Report.
Note: there is no requirement for Shareholders to approve the Annual Report.
2 Resolutions
Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution
the following:
‘That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the
Explanatory Memorandum.’
Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company.
Resolution 2 – Spill Resolution
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, in accordance with section 250V(1) of the Corporations Act and for all other purposes,
Shareholders approve the following:
(a) the Company holding another meeting of Shareholders within 90 days of this Meeting (Spill
Meeting);
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(b) all Vacating Directors cease to hold office immediately before the end of the Spill Meeting; and
(c) resolutions to appoint persons to offices that will be vacated pursuant to Resolution 2(b) being
put to the vote at the Spill Meeting,
on the terms and conditions in the Explanatory Memorandum.’
Note: if less than 25% of the votes case on Resolution 1 are voted against the adoption of the
Remuneration Report, the Chair will withdraw this Resolution.
Resolution 3 – Re-election of Director – Nicholas Holthouse
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, Nicholas Holthouse, who retires in accordance with Clause 14.2 of the Constitution, Listing Rule
14.5 and for all other purposes, retires and, being eligible and offering himself for re-election, is re-
elected as a Director, on the terms and conditions in the Explanatory Memorandum.’
Resolution 4 – Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
‘That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders
approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the
time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the
terms and conditions in the Explanatory Memorandum.’
Resolution 5 – Approval of change of Auditor
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
‘That, pursuant to and in accordance with section 327B of the Corporations Act and for all other
purposes, Grant Thornton, having been nominated by a Shareholder and having consented in writing
to act as auditor of the Company, be appointed as auditor of the Company, with effect from the
conclusion of the Meeting, on the terms and conditions in the Explanatory Memorandum.’
3 Voting prohibitions
Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management
Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related
Party of such a member.
A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from
voting on this Resolution, and:
(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this
Resolution; or
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(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the
proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy
even if this Resolution is connected with the remuneration of a member of the Key Management
Personnel.
Resolution 2: In accordance with sections 250BD, 250R and 250V of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management
Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related
Party of such a member.
A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from
voting on this Resolution, and:
(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this
Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the
proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy
even if this Resolution is connected with the remuneration of a member of the Key Management
Personnel.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company
(as indicated above) and you may be liable for breaching the voting restrictions that apply to you under
the Corporations Act.
4 Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
(a) Resolution 4: if at the time of the Meeting, the Company is proposing to make an issue of
Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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 Shareholder), or any of their respective associates.
The above voting exclusion does not apply to a vote cast in favour of the Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions
given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair as proxy or attorney for a person who is entitled to vote, 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.
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BY ORDER OF THE BOARD
Ben Donovan
Company Secretary
Brazilian Critical Minerals Limited
Dated: 23 October 2026
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Brazilian Critical Minerals Limited
ACN 089 221 634
(Company)
Explanatory Memorandum
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting to be held The Office of Argus
Corporate Partners Pty Ltd, Office 4, 996 Hay Street, Perth WA 6000 on Thursday, 26
November 2026 at 11:00am (AWST).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The
Explanatory Memorandum contains the terms and conditions on which the Resolutions will be
voted.
The Explanatory Memorandum includes the following information to assist Shareholders in
deciding how to vote on the Resolutions:
Section 2 Action to be taken by Shareholders
Section 3 Annual Report
Section 4 Resolution 1 – Remuneration Report
Section 5 Resolution 2 – Spill Resolution
Section 6 Resolution 3 – Re-election of Director –
Section 7 Resolution 4 – Approval of 10% Placement Facility
Section 8 Resolution 5 – Approval of change of Auditor
Schedule 1 Definitions
Schedule 2 Nomination of Auditor
A Proxy Form is located at the end of the Explanatory Memorandum.
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2. Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before
deciding how to vote on the Resolution.
2.1 Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2 Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and
vote in person at the Meeting. The appointment must comply with the requirements of section
250D of the Corporations Act. The representative should bring to the Meeting evidence of his
or her appointment, including any authority under which it is signed.
2.3 Voting by proxy
A Proxy Form is made available with the Notice. This is to be used by Shareholders if they wish
to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and
encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the
Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy
Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint 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.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.
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);
(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;
(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).
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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;
(b) the appointed proxy is not the chair of the meeting;
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA
on the resolution; and
(d) either the proxy is not recorded as attending the meeting or 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.
Your proxy voting instruction must be received by 11.00am (AWST) on Tuesday, 24 November
2026, being not later than 48 hours before the commencement of the Meeting.
2.4 Chair's voting intentions
Subject to the following paragraph, if the Chair is appointed as your proxy and you have not
specified the way the Chair is to vote on Resolution 1 and Resolution 2 by signing and returning
the Proxy Form, you are considered to have provided the Chair with an express authorisation
for the Chair to vote the proxy in accordance with the Chair’s intention, even though these
Resolutions are connected directly or indirectly with the remuneration of a member of the Key
Management Personnel of the Company.
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention. In exceptional circumstances,
the Chair of the Meeting may change their voting intention on any Resolution, in which case an
ASX announcement will be made.
2.5 Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must
be submitted by emailing the Company Secretary at bdonovan@arguscorp.com.au within 5
Business Days prior to the Meeting.
Shareholders will also have the opportunity to submit questions during the Meeting in respect
to the formal items of business. In order to ask a question during the Meeting, please follow the
instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request
prior to a Shareholder asking a question that they identify themselves (including the entity name
of their shareholding and the number of Shares they hold).
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3. Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be offered the
opportunity to discuss the Annual Report, including the Financial Report, the Directors’ Report
and the Auditor’s Report for the financial year ended 30 June 2026.
There is no requirement for Shareholders to approve the Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
(a) discuss the Annual Report which is available online at
https://braziliancriticalminerals.com/announcements;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content
of the Auditor’s Report.
In addition to taking questions at the Meeting, written questions to the Chair about the
management of the Company, or to the Company's auditor about:
(a) the preparation and content of the Auditor’s Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the
financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 Business Days before the Meeting to the Company Secretary
at the Company's registered office.
The Company will not provide a hard copy of the Company’s Annual Report to Shareholders
unless specifically requested to do so.
4. Resolution 1 – Remuneration Report
4.1 General
In accordance with subsection 250R(2) of the Corporations Act, the Company must put the
Remuneration Report to the vote of Shareholders. The Directors’ Report for the year ended 30
June 2026 in the 2026 Annual Report contains the Remuneration Report which sets out the
remuneration policy for the Company and the remuneration arrangements in place for the
executive Directors, specified executives and non-executive Directors.
In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only
and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required
to alter any of the arrangements in the Remuneration Report.
If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two
consecutive annual general meetings, Shareholders will have the opportunity to remove the
whole Board, except the managing director (if any).
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Where a resolution on the Remuneration Report receives a Strike at two consecutive annual
general meetings, the Company will be required to put to Shareholders at the second annual
general meeting a resolution on whether another meeting should be held (within 90 days) at
which all Directors (other than the managing director, if any) who were in office at the date of
approval of the applicable Directors' Report must stand for re-election.
The Company's Remuneration Report received a Strike at the 2025 annual general meeting
held on 25 November 2025. If the Remuneration Report receives a Strike at this Meeting,
Shareholders should be aware that this may result in the re-election of the Board (excluding the
Managing Director) pursuant to Resolution 2.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make
comments on the Remuneration Report.
4.2 Additional information
Resolution 1 is an ordinary resolution.
Given the personal interests of all Directors in the outcome of this Resolution, the Board declines
to make a recommendation to Shareholders regarding this Resolution.
5. Resolution 2 – Spill Resolution
5.1 General
If less than 25% of the votes cast on Resolution 1 are voted against adoption of the
Remuneration Report, the Chair will withdraw this Resolution. Section 250V(1) of the
Corporations Act requires Resolution 2 to be put to vote as set out in Section 4.1.
If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must
convene a Spill Meeting within 90 days of this Meeting. All of the Directors who were in office
when the relevant Directors’ Report was approved, other than the Managing Director, cease to
hold office immediately before the end of the Spill Meeting. Resolutions to appoint persons to
offices that will be vacated immediately before the end of the Spill Meeting will be put to the vote
at the Spill Meeting.
Shareholders should be aware that the convening of a spill meeting will result in the Company
incurring material additional expense in conducting a meeting (including legal, printing, mail out
and registry costs) as well as potential disruption to its focus on core business operations as a
result of management distraction, the time involved in organising such a meeting and the
diversion of resources.
Moreover, Shareholders should note that there are no voting exclusions applicable to
resolutions appointing Directors at any subsequent meeting of Shareholders. This would mean
there is no barrier to the existing major Shareholders of the Company exercising their voting
rights to reappoint the existing Directors of the Company without any changes to the composition
of the Board.
In the Board’s view it would be inappropriate to remove all of the non-executive Directors in the
circumstances. However, the Board recognises that Shareholders can remove a Director by a
majority Shareholder vote at any time for any reason.
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As a public company is required to have a minimum of three directors, the Corporations Act
includes a mechanism to ensure that the Company will have at least three directors (including
the Managing Director) after the Spill Meeting. If at the Spill Meeting, three Directors are not
appointed by ordinary resolution, the persons taken to be appointed are those with the highest
percentage of votes favouring their appointment cast at the Spill Meeting on the Resolution for
their appointment (even if less than half the votes cast on the Resolution were in favour of their
appointment).
5.2 Additional information
Resolution 2 is an ordinary resolution.
Managing Director, Andrew Reid, being the only Director without an interest in the outcome of
this Resolution recommends that Shareholders vote AGAINST this Resolution 2.
6. Resolution 3 – Re-election of Director –
6.1 General
Clause 14.2 of the Constitution and Listing Rule 14.5 both provide that there must be an election
of Directors at each annual general meeting of the Company (excluding the Managing Director).
Clause 14.2 of the Constitution provides that the Directors to retire at any annual general
meeting must be those who have been longest in office since their last election, but as between
persons who became Directors on the same day, those to retire must (unless they otherwise
agree amongst themselves) be determined by lot.
Clause 14.2 of the Constitution also provides that a retiring Director is eligible for re-election.
Mr Nicholas Holthouse and Mr Jeremy Robinson were both last elected as Directors at the
annual general meeting of the Company held on 25 November 2025. Mr Holthouse has agreed
to retire at this Meeting and being eligible, seeks re-election pursuant to this Resolution 3.
If Resolution 3 is passed, Mr Holthouse will be re-elected as a Director of the Company with
effect from the conclusion of the Meeting.
If Resolution 3 is not passed, Mr Holthouse will retire at the conclusion of the Meeting and will
not be re-elected as a Director of the Company.
6.2 Nicholas Holthouse
Mr Nicholas Holthouse is a mining engineer and accomplished resource industry executive with
more than 36 years of experience in senior corporate, operational and project management
roles, with the past seven years focused on the international rare earths industry. He is currently
Managing Director of Mont Royal Resources Limited (ASX:MRZ, TSXV:MRZL) and recently
served as Chief Executive Officer of Meteoric Resources Limited (ASX:MEI), which is
developing the Caldeira Rare Earth Project in Brazil building and leading the company through
the resource development and Scoping and Pre-Feasibility Study stages with significant share
price appreciation over his tenure.
Mr Holthouse was previously also Chief Operating Officer of Hastings Technology Metals Ltd
(ASX:HAS), which is developing the Yangibana Rare Earth Project in Western Australia
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delivering an integrated Bankable Feasibility Study selling Mixed Rare Earth Carbonate into
Europe.
Mr Holthouse does not currently hold any other material directorships, other than as disclosed
in this Notice.
If re-elected, Mr Holthouse is considered by the Board (with Mr Holthouse abstaining) to be an
independent Director. Mr Holthouse is not considered by the Board to hold any interest, position
or relationship that might influence, or reasonably be perceived to influence, in a material
respect his capacity to bring an independent judgment to bear on issues before the Board and
to act in the best interests of the entity as a whole rather than in the interests of an individual
security holder or other party.
Mr Holthouse has acknowledged to the Company that he will have sufficient time to fulfil his
responsibilities as a Director.
6.3 Board recommendation
The Board (other than Mr Holthouse who has a personal interest in the outcome of this
Resolution) supports the election of Mr Holthouse for the following reasons:
(a) Mr Holthouse’s skills and significant experience in senior corporate, operational and
project management roles in the international rare earths industry are an important
addition to the Board’s existing competencies; and
(b) Mr Holthouse has an in-depth knowledge and understanding of the Company and its
business and his continuing role as a member of the Board will benefit the Company.
6.4 Additional information
Resolution 2 is an ordinary resolution.
7. Resolution 4 – Approval of 10% Placement Facility
7.1 General
Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued
share capital through placements over a 12-month period after the annual general meeting (10%
Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% annual
placement capacity under Listing Rule 7.1.
Resolution 4 seeks Shareholder approval to provide the Company with the ability to issue Equity
Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section
7.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility
will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to
Section 7.2(c) below).
If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined
25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity
to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and
will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in
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Listing Rule 7.1.
7.2 Listing Rule 7.1A
(a) Is the Company an eligible entity?
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in
the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.
The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and
has a market capitalisation of approximately $118.9 million, based on the closing price
of Shares $0.053 on 15 October 2026.
(b) What Equity Securities can be issued?
Any Equity Securities issued under the 10% Placement Facility must be in the same
class as an existing quoted class of Equity Securities of the eligible entity.
As at the date of the Notice, the Company has on issue one quoted class of Equity
Securities, being Shares.
(c) How many Equity Securities can be issued?
Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the
Company may issue or agree to issue a number of Equity Securities calculated in
accordance with the following formula:
(A x D) – E
Where:
A = is the number of Shares on issue at the commencement of the Relevant Period:
(A) plus the number of fully paid Shares issued in the Relevant Period
under an exception in Listing Rule 7.2 other than exceptions 9, 16 or
17;
(B) plus the number of fully paid Shares issued in the Relevant Period on
the conversion of convertible securities within Listing Rule 7.2 exception
9 where:
(1) the convertible securities were issued or agreed to be issued
before the commencement of the Relevant Period; or
(2) the issue of, or agreement to issue, the convertible securities
was approved, or taken under the Listing Rules to have been
approved, under Listing Rule 7.1 or Listing Rule 7.4;
(C) plus the number of fully paid Shares issued in the Relevant Period
under an agreement to issue securities within Listing Rule 7.2 exception
16 where:
(1) the agreement was entered into before the commencement of
the Relevant Period; or
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(2) the agreement or issue was approved, or taken under the
Listing Rules to have been approved, under Listing Rule 7.1 or
Listing Rule 7.4;
(D) plus the number of partly paid Shares that became fully paid Shares in
the Relevant Period;
(E) plus the number of fully paid Shares issued
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