Announcement PDF CATALINA RESOURCES LTD ACN 130 618 683 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 11:00am (AWST) DATE: Tuesday, 23 December 2025 PLACE: 2/7 Havelock Street WEST PERTH WA 6005 The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. 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 Shareholders at 11:00am (AWST) on Sunday, 21 December 2025. 2737-10/3861237_3 1 B U S I N ES S OF TH E M EE T I N G AGENDA 1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES TO PLACEMENT PARTICIPANTS - 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 193,652,855 Shares (on a Pre-Consolidated basis) to Placement Participants, on the terms and conditions set out in the Explanatory Statement.” 2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES TO PLACEMENT PARTICIPANTS - LISTING RULE 7.1A 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 228,347,145 Shares (on a Pre-Consolidated basis) to Placement Participants, on the terms and conditions set out in the Explanatory Statement.” 3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS TO PLACEMENT PARTICIPANTS 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 7.1 and for all other purposes, approval is given for the Company to issue up to 211,000,000 Options (on a Pre-Consolidated basis) to Placement Participants (or their nominees) on the terms and conditions set out in the Explanatory Statement.” 4. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO PARETO CAPITAL PTY LTD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 80,000,000 Options (on a Pre-Consolidated basis) to Pareto Capital Pty Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.” 5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PERFORMANCE RIGHTS TO THE VENDOR 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 135,000,000 Performance Rights (on a Pre-Consolidated basis) to the Vendor, on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES TO THE VENDOR 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 15,000,000 Shares (on a Pre-Consolidated basis) to the Vendor, on the terms and conditions set out in the Explanatory Statement.” 7. RESOLUTION 7 – CONSOLIDATION OF CAPITAL To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to section 254H of the Corporations Act and for all other purposes, Shareholders approve the consolidation of the issued capital of the Company on the basis that: 2737-10/3861237_3 2 (a) every 23 Shares be consolidated into 1 Share; (b) every 23 Options be consolidated into 1 Option; and (c) every 23 Performance Rights be consolidated into 1 Performance Right; and with fractional entitlements rounded down to the nearest whole Security." Dated: 25 November 2025 2737-10/3861237_3 3 Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following 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 Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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. Resolution 1 – Ratification of prior issue of Shares to Placement Participants – Listing Rule 7.1 Placement Participants or any other person who participated in the issue or an associate of that person or those persons. Resolution 2 - Ratification of prior issue of Shares to Placement Participants – Listing Rule 7.1A Placement Participants or any other person who participated in the issue or an associate of that person or those persons. Resolution 3 – Approval to issue Options to Placement Participants Placement Participants (or their nominees) or any other 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) or an associate of that person (or those persons). Resolution 4– Approval to issue Options to Pareto Capital Pty Ltd Pareto Capital Pty Ltd (or its nominees) or any other 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) or an associate of that person (or those persons). Resolution 5- Ratification of prior issue of Performance Rights to the Vendor The Vendor or any other person who participated in the issue or an associate of that person or those persons. Resolution 6 - Ratification of prior issue of Shares to the Vendor The Vendor or any other person who participated in the issue or an associate of that person or those persons. 2737-10/3861237_3 4 Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6165 8858. 2737-10/3861237_3 5 E X PL A N A T O R Y S T A T EM E N T This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. BACKGROUND TO RESOLUTIONS 1 TO 3 1.1 Overview of the Placement As announced on 19 November 2025, the Company received firm commitments to raise up to $1,266,000 (before costs) pursuant to a placement of 422,000,000 Shares to professional and sophisticated investors at an issue price of $0.003 per Share, together with one free-attaching Option for every two Shares subscribed for and issued, exercisable at $0.005 each, on or before 22 May 2027 (Placement) (on a Pre- Consolidated basis, being 9,173,913 Options exercisable at $0.12 each on or before 22 May 2027, on a Post-Consolidated basis). The Placement comprised: (a) an aggregate of 422,000,000 Shares which were issued to unrelated professional and sophisticated investors (Placement Participants) on or about 26 November 2025 pursuant to the Company’s placement capacity under Listing Rules 7.1 and 7.1A, ratification of which is sought under Resolutions 1 and 2; and (b) up to 211,000,000 Options which will be issued to Placement Participants, on a one-for-two basis, subject to obtaining Shareholder approval under Resolution 3. The proceeds from the Placement will be applied towards ongoing exploration activities. Shaw and Partners Limited (Shaw and Partners) acted as lead manager to the Placement. 2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES TO PLACEMENT PARTICIPANTS - LISTING RULES 7.1 AND 7.1A 2.1 General As set out in Section 1.1, these Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 422,000,000 Shares (on a Pre- Consolidated basis) to the Placement Participants. On or around 26 November 2025, 193,652,855 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 228,347,145 Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1A (being, the subject of Resolution 2). 2.2 Listing Rules 7.1 and 7.1A Broadly speaking, and subject to a number of exceptions, 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 12 month period. Under Listing Rule 7.1A however, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 13 November 2025. The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue. 2.3 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 2737-10/3861237_3 6 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 Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue. 2.4 Technical information required by Listing Rule 14.1A If these Resolutions are passed, the issue will be excluded in calculating the Company’s combined 25% limit in 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 the issue. If these Resolutions are not passed, the issue 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 the Company can issue without Shareholder approval over the 12 month period following the date of the issue. 2.5 Technical information required by Listing Rules 7.4 and 7.5 REQUIRED INFORMATION DETAILS Names of persons to whom Securities were issued or the basis on which those persons were identified/selected The Placement Participants, comprising professional and sophisticated investors who were identified through a bookbuild process, which involved Shaw and Partners seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. Number and class of Securities issued 422,000,000 Shares were issued (on a Pre-Consolidated basis) in accordance with the following: (a) 193,652,855 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 1); and (b) 228,347,145 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2). Terms of Securities The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. Date(s) on or by which the Securities were issued 26 November 2025. Price or other consideration the Company received for the Securities $0.003 per Share for Shares issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A. Purpose of the issue, including the intended use of any funds raised by the issue Refer to Section 1.1 for details of the proposed use of funds. Voting Exclusion Statement A voting exclusion statement applies to this Resolution. Compliance The issue did not breach Listing Rule 7.1. 2737-10/3861237_3 7 3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS TO PLACEMENT PARTICIPANTS 3.1 General This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 211,000,000 Options (on a Pre-Consolidated basis, being 9,173,913 Options on a Post-Consolidated basis) to the Placement Participants (or their nominees). The Options are otherwise on the terms and conditions set out in Schedule 1. A summary of Listing Rule 7.1 is set out in Section 2.2 above. The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1. 3.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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 this Resolution is not passed, the Company will not be able to proceed with the issue. The Company could be in breach of any relevant Placement agreements and may be required to pay the Placement Participants an amount equivalent to the value of the Options in Shares or cash. 3.3 Technical information required by Listing Rule 7.3 REQUIRED INFORMATION DETAILS Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected The Placement Participants (or their nominees). Number of Securities and class to be issued Up to 211,000,000 Options will be issued (on a Pre- Consolidated basis, being 9,173,913 Options on a Post- Consolidated basis). Terms of Securities The Options will be issued on the terms and conditions set out in Schedule 1. Date(s) on or by which the Securities will be issued The Company expects to issue the Options within 5 Business Days of the Meeting. In any event, the Company will not issue any Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). Price or other consideration the Company will receive for the Securities The Options will be issued for nil consideration as they are free-attaching to the Shares issued under the Placement on a 1:2 basis. Purpose of the issue, including the intended use of any funds raised by the issue No funds will be raised directly from the issue of Options. If all Options the subject to this Resolution are issued an exercised the Company will receive approximately $610,000. Refer to Section 1.1 for details of the proposed use of funds. Voting exclusion statement A voting exclusion statement applies to this Resolution. 2737-10/3861237_3 8 4. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO PARETO CAPITAL PTY LTD 4.1 General This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 80,000,000 Options (on a Pre-Consolidated basis, being 3,478,261 Options on a Post-Consolidated basis) to Pareto Capital Pty Ltd in consideration for the provision of advisory services. A summary of Listing Rule 7.1 is set out in Section 2.2 above. The proposed issue falls within exception 17 of Listing Rule 7.2 which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity securities that is conditional on the holders of its ordinary securities approving the issue under Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of Shareholders under Listing Rule 7.1. 4.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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 this Resolution is not passed, the Company will not be able to proceed with the issue. The Company may be required to find an alternative way to compensate Shaw and Partners, including using the Company’s cash reserves. 4.3 Technical information required by Listing Rule 7.3 REQUIRED INFORMATION DETAILS Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected Pareto Capital Pty Ltd (or their nominees). Number of Securities and class to be issued 80,000,000 Options will be issued (on a Pre-Consolidated basis, being 3,478,261 Options on a Post-Consolidated basis). Terms of Securities The Options will be issued on the terms and conditions set out in Schedule 1. Date(s) on or by which the Securities will be issued The Company expects to issue the Options within 5 Business Days of the Meeting. In any event, the Company will not issue any Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). Price or other consideration the Company will receive for the Securities The Options will be issued at a nil issue price of in consideration for advisory services provided by Pareto Capital Pty Ltd. Purpose of the issue, including the intended use of any funds raised by the issue The purpose of the issue is to compensate Pareto Capital Pty Ltd for the provision of advisory services. Summary of material terms of agreement to issue The Options are not being issued under a formal agreement. Voting exclusion statement A voting exclusion statement applies to this Resolution. 2737-10/3861237_3 9 5. BACKGROUND TO RESOLUTIONS 5 AND 6 As announced on 6 October 2025, the Company entered into a binding agreement with North Andover Minerals Pty Ltd (Vendor) to acquire a 100% interest in the Beasley Creek Project (E47/3490) (Tenement)(Agreement). A summary of the material terms of the Agreement is set out below. Conditions precedent Completion of the acquisition (Completion) is conditional upon the satisfaction (or waiver by the Company) of various conditions precedent, including (a) completion of financial, legal and technical due diligence by the Company on the Tenement, to the absolute satisfaction of the Company on or before 15 October 2025; (b) the completion of the transfer of the Tenement into the name of the Company; (c) the Company obtaining shareholder approval for the issue of the consideration (as outlined below); and (d) the parties obtaining all necessary regulatory and third party approvals necessary to complete the matters set out in the Agreement (including entry into deeds of assignment and assumption). If the conditions precedent are not satisfied (or waived) by the date specified above, or otherwise on or before 5:00 pm (Perth time) on 31 March 2026, any party may terminate the Agreement. Consideration The Company agreed to issue to the Vendor: (a) 15,000,000 Shares; (b) 35,000,000 Performance Rights which will vest upon the Company announcing a drilling intercept of ≥10m @ 1 g/t Au (or Au equivalent) and/or ≥1m @ 10 g/t Au (or Au equivalent) at the Tenement within 36 months following Completion; and (c) 100,000,000 Performance Rights which will vest upon the Company announcing the achievement of an Inferred Mineral Resource (as defined in the JORC Code (2012 Edition)) of ≥200,000 oz Au (or Au equivalent) at a cutoff grade of >0.5 g/t on the Tenement within 48 months following Completion. The Company will use reasonable endeavours to satisfy the milestones attaching to the Performance Rights outlined above. The issue of the Performance Rights will be subject to shareholder approval. 6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PERFORMANCE RIGHTS TO THE VENDOR 6.1 General As set out in Section 5, the Company seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 135,000,000 Performance Rights (on a Pre-Consolidated basis) to the Vendor in part consideration for the acquisition of the Tenement. 6.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is set out in Section 2.2 above. The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in 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 the issue. 2737-10/3861237_3 10 6.3 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 Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue. 6.4 Technical information required by Listing Rule 14.1A If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in 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 the issue. If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of the issue. 6.5 Technical information required by Listing Rules 7.4 and 7.5 REQUIRED INFORMATION DETAILS Names of persons to whom Securities were issued or the basis on which those persons were identified/selected The Vendor. Number and class of Securities issued 135,000,000 Performance Rights were issued (on a Pre- Consolidated basis). Terms of Securities The Performance Rights were issued on the terms and conditions set out in Schedule 2. Date(s) on or by which the Securities were issued 17 October 2025. Price or other consideration the Company received for the Securities The Performance Rights were issued for in part consideration for the acquisition of the Tenement. Agreement The Performance Rights were issued under the Agreement, a summary of which is set out in Section 5. Voting Exclusion Statement A voting exclusion statement applies to this Resolution. Compliance The issue did not breach Listing Rule 7.1. 7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES TO THE VENDOR 7.1 General As set out in Section 5, the Company seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 15,000,000 Shares (on a Pre-Consolidated basis) to the Vendor in part consideration for the acquisition of the Tenement. 7.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is set out in Section 2.2 above. 2737-10/3861237_3 11 The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in 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 the issue. 7.3 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 Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue. 7.4 Technical information required by Listing Rule 14.1A If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in 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 the issue. If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of the issue. 7.5 Technical information required by Listing Rules 7.4 and 7.5 REQUIRED INFORMATION DETAILS Names of persons to whom Securities were issued or the basis on which those persons were identified/selected The Vendor. Number and class of Securities issued 15,000,000 Shares were issued (on a Pre-Consolidated basis). Terms of Securities The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. Date(s) on or by which the Securities were issued 17 October 2025. Price or other consideration the Company received for the Securities The Shares were issued at a deemed issued price of $0.004 for in part consideration for the acquisition of the Tenement. Agreement The Shares were issued under the Agreement, a summary of which is set out in Section 5. Voting Exclusion Statement A voting exclusion statement applies to this Resolution. Compliance The issue did not breach Listing Rule 7.1. 2737-10/3861237_3 12 8. RESOLUTION 7 – CONSOLIDATION OF CAPITAL 8.1 Background This Resolution seeks Shareholder approval for the purposes of section 254 of the Corporations Act and all other purposes to consolidate the Company's issued capital on a 23:1 basis (Consolidation). 8.2 Legal requirements Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number. Listing Rule 7.20 provides that if an entity proposes to reorganise its capital, it must tell shareholders of each of the following: (a) the effect of the proposal on the number of securities and the amount unpaid (if any) of the securities; (b) the proposed treatment of any fractional entitlements arising from the reorganisation; and (c) the proposed treatment of any convertible securities on issue. Listing Rule 7.21 provides that an entity which has convertible securities (except options) on issue may only reorganise its capital if, in respect of the convertible securities, the number of securities or the conversion price, or both, is reorganised so that the holder of the convertible securities will not receive a benefit that holders of ordinary securities do not receive. 8.3 Effect on capital structure The effect which the Consolidation will have on the Company’s capital structure is set out in the table below. SHARES OPTIONS1 PERFORMANCE RIGHTS1 Pre-Consolidation 2,441,019,033 1,160,000,000 365,000,000 Resolution 3 (Pre-Consolidation) - 211,000,000 - Resolution 4 (Pre-Consolidation) - 80,000,000 - Sub-total 2,441,019,033 1,451,000,000 365,000,000 Post Consolidation3,4 106,131,262 50,434,783 15,869,565 Resolution 3 (Post-Consolidation) - 9,173,913 - Resolution 4 (Post-Consolidation) - 3,478,261 - Completion of all Resolu