Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
Catalina Resources Ltd
(ACN 130 618 683)
NOTICE OF GENERAL MEETING AND EXPLANATORY
MEMORANDUM
Tuesday, 10 March 2026
11:00 am AWST
To be held at
Level 2, 7 Havelock Street
West Perth WA 6005
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.
1
NOTICE OF MEETING
Notice is given that a General Meeting of Shareholders of Catalina Resources Ltd
(ACN 130 618 683) (Company) will be held at Level 2, 7 Havelock Street, West Perth WA 6005 on
Tuesday, 10 March 2026 commencing at 11:00 am AWST (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 4:00pm AWST on Sunday, 8 March 2026.
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in
Schedule 1.
AGENDA
1. Resolution 1 – Ratification of prior issue of Placement
Shares (ASX Listing Rule 7.1)
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 7.4 and for all other purposes, Shareholders ratify
the issue of 7,246,376 Placement Shares issued pursuant to the Company’s capacity under
ASX Listing Rule 7.1 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:
(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely,
NewCam Minerals Pty Ltd (and/or its nominees)); or
(a) any 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:
(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.
2. Resolution 2 – Ratification of prior issue of Auric Shares
(ASX Listing Rule 7.1)
To consider and if thought fit, to pass, with or without amendment, the following resolution as
an ordinary resolution:
2
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify
the issue of 1,211,621 Auric Shares issued pursuant to the Company’s capacity under ASX
Listing Rule 7.1 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:
(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely,
the Vendors (and/ or their respective nominees)); or
(b) any 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:
(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.
3. Resolution 3 – Ratification of prior issue of Facilitation
Shares (ASX Listing Rule 7.1)
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 7.4 and for all other purposes, Shareholders ratify
the issue of 2,019,369 Facilitation Shares issued pursuant to the Company’s capacity under
ASX Listing Rule 7.1 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:
(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely,
Pareto Capital Pty Ltd (and/or its nominees)); or
(b) any 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:
(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.
4. Resolution 4 – Ratification of prior issue of Lease Shares
(ASX Listing Rule 7.1)
To consider and if thought fit, to pass, with or without amendment, the following resolution as
an ordinary resolution:
3
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify
the issue of 726,979 Lease Shares issued pursuant to the Company’s capacity under ASX
Listing Rule 7.1 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:
(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely,
Pareto Nominees Pty Ltd (and/or its nominees); or
(b) any 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:
(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.
5. Resolution 5 – Approval to issue Consideration Shares
To consider, and if thought fit, to pass with or without amendment, the following resolution as
an ordinary resolution:
“Subject to and conditional upon the Acquisition Resolutions being passed by Shareholders,
that, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for
the Company to issue up to 13,831,010 Consideration Shares to Forrestania Resources
Limited (and/or its nominees) 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:
(a) a person (or persons) 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, Forrestania Resources Limited (and/or its nominees)); 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:
(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.
4
6. Resolutions 6(a), 6(b) and 6(c) – Approval to issue
Consideration Options
To consider, and if thought fit, to pass with or without amendment, the following resolutions
as ordinary resolutions:
“Subject to and conditional upon the Acquisition Resolutions being passed by Shareholders,
that, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for
the Company to issue to Forrestania Resources Limited (and/or its nominees):
(a) up to 6,915,505 Class A Consideration Options;
(b) up to 9,681,707 Class B Consideration Options; and
(c) up to 4,149,303 Class C Consideration Options,
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 Resolutions by or on behalf of:
(a) a person (or persons) 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 Forrestania Resources Limited (and/or its nominees)); or
(b) an Associate of that person (or those persons).
However, this does not apply to a vote cast in favour of the Resolutions by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance
with directions given to the proxy or attorney to vote on the Resolutions in that way;
(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
(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 Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to
the holder to vote in that way.
Dated 9 February 2026
BY ORDER OF THE BOARD
Johnathon Busing
Company Secretary
5
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 Level 2, 7 Havelock Street, West Perth WA 6005 on Tuesday, 10 March 2026 commencing
at 11:00 am 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 by Shareholders
Shareholders should read the Notice and this Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
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 by attending in person, 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:
(a) a member of the Company entitled to attend in person 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
6
(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.
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.
Submit your Proxy Vote
Online (preferred option)
Vote online at https://investor.automic.com.au/#/loginsah and simply follow the instructions
on the enclosed proxy form.
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.
The return of your completed form (ONLY if you do NOT vote online) can be done in the
following way:
BY MAIL By post to Automic Group, GPO Box 5193, Sydney NSW 2001
BY EMAIL meetings@automicgroup.com.au
7
3. Resolution 1 – Ratification of prior issue of Placement
Shares (ASX Listing Rule 7.1)
General
On 13 January 2026, the Company announced (among other things) that it will undertake a
placement (Placement) with NewCam Minerals Pty Ltd (Placement Participant) to raise
approximately $500,000 (before costs) through the issue of 7,246,376 fully paid ordinary
shares at an issue price of $0.069 per Share (Placement Shares), using the Company’s
ASX Listing Rule 7.1 capacity.
The Company issued the 7,246,376 Placement Shares to the Placement Participant (and/or
its nominees) on 23 January 2026 pursuant to the Company’s ASX Listing Rule 7.1
placement capacity. The issue of the Placement Shares did not breach the Company’s
capacity under ASX Listing Rule 7.1.
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of
the 7,246,376 Placement Shares
ASX Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions which are contained in ASX Listing
Rule 7.2 (which do not apply in the circumstance of this Resolution), ASX Listing Rule 7.1
limits the amount of equity securities that a listed company can issue without the 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 period.
The issue of the Placement Shares do not fit within any of the exceptions in ASX Listing Rule
7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the
15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity
securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period
following the issue date of the Placement Shares.
ASX Listing Rule 7.4
ASX 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 ASX 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 into the future without having to obtain Shareholder approval for such issues under
ASX Listing Rule 7.1. To this end, Resolution 1 seeks Shareholder approval to ratify the
issue of the Placement Shares under and for the purposes of ASX Listing Rule 7.4.
Technical information required by ASX Listing Rule 14.1A
If Resolution 1 is passed, the Placement Shares will be excluded in calculating the
Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity
securities it can issue without Shareholder approval under ASX Listing Rule 7.1 for the 12
month period following the date of issue.
If Resolution 1 is not passed, the Placement Shares will be included in calculating the
Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity
securities it can issue without Shareholder approval under ASX Listing Rule 7.1 for the 12
month period following the date of issue.
8
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided
in relation to Resolution 1:
(a) the Placement Shares were issued to Newcam Minerals Pty Ltd (and/or its nominees),
who is not a related party of the Company;
(b) a total of 7,246,376 Placement Shares were issued pursuant to the Company’s
placement capacity under ASX Listing Rule 7.1;
(c) the Placement Shares issued were all fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company's existing
Shares;
(d) the Placement Shares were issued on 23 January 2026;
(e) the Placement Shares were issued at an issue price of $0.069 per Placement Share;
(f) the purpose of the issue ofthePlacement Shares was to raise approximately $500,000
(before costs). The funds raised from the Placement are to be applied towards
strengthening the Company’s balance sheet and supporting near-term exploration
activities;
(g) the Placement Shares were not issued under an agreement; and.
(h) a voting exclusion statement is included in Resolution 1 of this Notice.
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 – Ratification of prior issue of Auric Shares
(ASX Listing Rule 7.1)
General
On 13 January 2026, the Company announced that it executed a binding agreement (Auric
North Agreement) to acquire 100% of the issued share capital in Auric North Pty Ltd (Auric
North) from the shareholders of Auric North (Vendors). Auric North is the holder of five
exploration licences and one prospecting license in the Mid-West region.
A summary of the material terms of the Auric North Agreement are as follows:
(a) (Option): The Vendors agree to grant to the Company an option to acquire 100% of
the issued share capital of Auric North.
(b) (Consideration): The Company agrees to pay the following consideration:
(i) a non-refundable option fee of $5,000;
(ii) if the Company wishes to extend the option period, a non-refundable option
extension fee of $10,000;
9
(iii) fully paid ordinary shares in the Company to the value of $75,000, calculated
based on the Company’s 20-day VWAP immediately preceding the date of the
announcement to the ASX by the Company (Auric Shares); and
(iv) $45,000 in cash.
(c) (Royalty): the Company agrees to the assignment from Auric North any royalties that
exist at settlement, and to issue a 0.5% net smelter return on any tenements that do
not currently have a royalty.
(d) (Condition Precedent): the Auric North Agreement is subject to the parties obtaining
all necessary regulatory, shareholder or third-party consents and/or approvals
required to lawfully complete the transaction.
The Auric North Agreement otherwise contains terms considered customary for a transaction
of this nature.
On 23 January 2026, the Company issued 1,211,621 Auric Shares to the Vendors pursuant
to the Company’s ASX Listing Rule 7.1 placement capacity, at approximately $0.0619 per
Auric Share. The issue of the Auric Shares did not breach the Company’s capacity under
ASX Listing Rule 7.1.
Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of
the Auric Shares.
ASX Listing Rules 7.1 and 7.4
A summary of ASX Listing Rules 7.1 and 7.4 are set out in Sections 3.2 and 3.3 respectively.
The Auric Shares do not fit within any of the exceptions in ASX Listing Rule 7.2 and, as it has
not yet been approved by Shareholders, it effectively uses up part of the 15% limit in ASX
Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without
Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the issue
date.
The Company wishes to retain as much flexibility as possible to issue additional equity
securities into the future without having to obtain Shareholder approval for such issues under
ASX Listing Rule 7.1. To this end, Resolution 2 seeks Shareholder approval to subsequently
ratify the issue of the Auric Shares under and for the purposes of ASX Listing Rule 7.4.
Technical information required by ASX Listing Rule 14.1A
If Resolution 2 is passed, the Auric Shares will be excluded in calculating the Company’s
15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can
issue without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period
following the date of issue.
If Resolution 2 is not passed, the Auric Shares will be included in calculating the Company's
15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it
can issue without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period
following the date of issue.
Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided
in relation to Resolution 2:
(a) the Auric Shares were issued to the Vendors (and/or their respective nominees),
being shareholders of Auric North, in proportion to their shareholding in Auric North;
10
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms
that none of the Vendors 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 total of 1,211,621 Auric Shares were issued pursuant to the Company’s placement
capacity under ASX Listing Rule 7.1;
(d) the Auric Shares issued were all fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company's existing
Shares;
(e) the Auric Shares were issued on 23 January 2026;
(f) the Auric Shares were issued at a deemed issue price of $0.0619 per Auric Share,
being the 20-day VWAP of the Company’s Shares immediately preceding and including
12 January 2026;
(g) the Auric Shares were issued to satisfy the Company’s obligations under the Auric
North Agreement;
(h) the Auric Shares were issued pursuant to the Auric North Agreement. A summary of the
Auric North Agreement is set out in Section 4.1 above; and
(i) a voting exclusion statement is included in Resolution 2 of this Notice.
Board Recommendation
The Directors of the Company believe Resolution 2 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 2.
5. Resolution 3 – Ratification of prior issue of Facilitation
Shares (ASX Listing Rule 7.1)
Background
On 13 January 2026, the Company announced that it will pay a facilitation fee of $125,000 in
fully paid ordinary shares, based on the 20-day VWAP immediately preceding the date of the
announcement to the ASX by the Company, to Pareto Capital Pty Ltd (and/or its nominees)
for the facilitation of the acquisition of Auric North (Facilitation Shares), pursuant to an
agreement with Pareto Capital Pty Ltd (Introduction Agreement). A summary of the material
terms of the Introduction Agreement is as follows:
(a) (Introduction): Pareto Capital Pty Ltd introduced the acquisition of 100% of the issued
capital of Auric North to the Company.
(b) (Fee): The Company agrees to pay to Pareto Capital Pty Ltd a facilitation fee of
$125,000 in Facilitation Shares, using the same methodology for the calculation of
the Auric Shares, being the Company’s 20-day VWAP immediately preceding the date
of the announcement to the ASX by the Company.
The Introduction Agreement otherwise contains terms considered customary for a transaction
of this nature.
11
On 23 January 2026, the Company issued 2,019,369 Facilitation Shares to Pareto Capital
Pty Ltd (and/or its nominees) at a deemed issued price of $0.0619 per Facilitation Share
pursuant to its ASX Listing Rule 7.1 placement capacity. The issue of the Facilitation Shares
did not breach the Company’s capacity under ASX Listing Rule 7.1.
Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of
the Facilitation Shares.
ASX Listing Rules 7.1 and 7.4
A summary of ASX Listing Rules 7.1 and 7.4 are set out in Sections 3.2 and 3.3 respectively.
The Facilitation Shares do not fit within any of the exceptions in ASX Listing Rule 7.2 and, as
it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in
ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities
without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following
the issue date.
The Company wishes to retain as much flexibility as possible to issue additional equity
securities into the future without having to obtain Shareholder approval for such issues under
ASX Listing Rule 7.1. To this end, Resolution 3 seeks Shareholder approval to subsequently
ratify the issue of the Facilitation Shares under and for the purposes of ASX Listing Rule 7.4.
Technical information required by ASX Listing Rule 14.1A
If Resolution 3 is passed, the Facilitation Shares will be excluded in calculating the
Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity
securities it can issue without Shareholder approval under ASX Listing Rule 7.1 for the 12
month period following the date of issue.
If Resolution 3 is not passed, the Facilitation Shares will be included in calculating the
Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity
securities it can issue without Shareholder approval under ASX Listing R
Share your feedback
Discover