Notice of Extraordinary General Meeting/Proxy Form
Released
Released
Announcement PDF
All Registry communications to:
Automic Group
GPO Box 5193
Sydney NSW 2001
Telephone (free call within Australia): 1300 288 664
ASX Code: EQR
Email: hello@automicgroup.com.au
13 February 2026
Upcoming General Meeting of Shareholders
Dear Shareholder,
EQ Resources Limited ACN 115 009 106 (ASX: EQR or “the Company”), advises that an General Meeting will be held via a webinar
conferencing facility on Monday, 16 March 2026 at 3.30pm (AEDT) (Meeting).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and
downloaded by shareholders of the Company (Shareholders) from the Company’s website at
https://eqresources.com.au/site/invest-in-us/asx-announcements or the Company's ASX market announcements platform at
www.asx.com.au (ASX: EQR).
In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021
Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have
already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.
Voting by Proxy
Online
scan the QR code
below using your
smartphone
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the
instructions:
1. Login to the Automic website using the holding details as shown on the Proxy Form.
2. Click on ‘View Meetings’ – ‘Vote’.
To use the online lodgment facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown as shown at the top of
your holding statement.
For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the
Company’s Share Registry, Automic Registry Services (Automic), at meetings@automicgroup.com.au or via phone on 1300 288
664 (within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at tony.pietro@vistra.com.
Copies of all Meeting related material including the Notice, are available to download from the Company’s website and the
Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative
arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.
Authorised for ASX release by the Company Secretary.
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resourcing the new economy for a better tomorrow
EQ RESOURCES LIMITED
ABN 77 115 009 106
Notice of Extraordinary General Meeting
Explanatory Statement and Proxy Form
Date of Meeting:
Monday, 16 March 2026
Time of Meeting:
3:30pm (AEDT)
Location:
Held virtually via webinar
https://vistra.zoom.us/webinar/register/WN_9hSv8VvMRHii1CU8IxXTnw
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Extraordinary General Meeting (Explanatory Statement and Proxy Form) 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 3.30pm on Saturday 14 March 2026.
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EQ RESOURCES LIMITED
ABN 77 115 009 106
Registered office: Suite 2, Level 11, 385 Bourke Street, Melbourne, VIC 3000
Notice is hereby given that a meeting of Shareholders of EQ Resources Limited (the “Company” or
“EQR”) will be held virtually via a webinar conferencing facility on Monday, 16 March 2026 at 3:30pm
(AEDT) (“Extraordinary General Meeting”, “EGM” or “Meeting”).
Virtual Attendance
Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to
the cut-off date for proxy voting as set out in this Notice. To lodge your proxy, please follow the
directions on your personalised Proxy Form which will be delivered to you by email or post (depending
on your communication preferences).
Shareholders attending the EGM will be able to ask questions and the Company has made provision
for Shareholders who register their attendance before the start of the meeting to also cast their votes
on the proposed resolutions at the EGM.
The virtual meeting can be attended using the following details:
When: Monday, 16 March 2026 at 3:30pm (AEDT)
Topic: EQ Resources Limited Extraordinary General Meeting
Register in advance for the virtual meeting:
https://vistra.zoom.us/webinar/register/WN_9hSv8VvMRHii1CU8IxXTnw
After registering, you will receive a confirmation email containing information about joining the meeting.
As noted previously, the Company strongly recommends Shareholders lodge a directed proxy as soon
as possible in advance of the Meeting even if they are planning to attend the Meeting online. The
Company will conduct a poll on each Resolution presented at the Meeting. The Company will accept
questions during the Meeting either by submitting a question through the Q&A box or by using the raise
hand function located on screen. The Company will respond to the Q&A box questions or allow
Shareholders to ask their question verbally.
The Company is happy to accept and answer questions submitted prior to the Meeting by email to
tony.pietro@vistra.com. The Company will address relevant questions during the Meeting or by written
response after the Meeting (however, the Company will use its discretion when responding to
unreasonable and/or offensive questions).
Any Shareholders who wish to attend the EGM online should therefore monitor the Company’s website
and its ASX announcements for any updates about the EGM. If it becomes necessary or appropriate to
make alternative arrangements for the holding of, or conducting, the Meeting, the Company will make
further information available through the ASX website at asx.com.au (ASX: EQR) and on its website
https://www.eqresources.com.au/site/invest-in-us/investor-welcome.
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AGENDA
The Explanatory Statement and Proxy Form which accompany, and form part of this Notice, include
defined terms and describe in more detail the matters to be considered. Please consider this Notice, the
Explanatory Statement, and the Proxy Form in their entirety.
ORDINARY BUSINESS
Resolution 1 – Ratification of New Shares
To consider and, if thought fit, to pass 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 637,565,761 Shares on 12 December 2025, on the terms and conditions set out in the Explanatory
Statement.”
Resolution 2 – Approval to Issue New Shares to Mr Stephen Layton (or their nominees) as a
Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given to issue
4,000,000 fully paid ordinary shares at an issue price of $0.050 per share in the Company to Mr. Stephen
Layton (Non-Executive Director of the Company), or his nominee(s), as part of the Placement
announcement on 5 December 2025 on the terms and conditions set out in the Explanatory Statement
accompanying the Notice of Meeting.”
Resolution 3 – Approval to Issue New Shares to Mr Craig Bradshaw (or their nominees) as a
Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given to issue
2,000,000 fully paid ordinary shares at an issue price of $0.050 per share in the Company to Mr Craig
Bradhsaw (Managing Director of the Company), or his nominee(s), as part of the Placement
announcement on 5 December 2025 on the terms and conditions set out in the Explanatory Statement
accompanying the Notice of Meeting.”
Resolution 4 – Approval to Issue New Shares to Mr Stephen Weir (or their nominees) as a Director
of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given to issue
2,000,000 fully paid ordinary shares at an issue price of $0.050 per share in the Company to Mr Stephen
Weir (Non-Executive Director of the Company), or his nominee(s), as part of the Placement
announcement on 5 December 2025 on the terms and conditions set out in the Explanatory Statement
accompanying the Notice of Meeting.”
Resolution 5 – Approval to issue Shares to Oaktree Capital Management L.P.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
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"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the
issue of 145,000,000 Shares, to Oaktree Capital Management L.P. (or their nominees) on the terms and
conditions set out in the Explanatory Statement.”
Resolution 6 – Approval to Issue Securities under Incentive Plan
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given
for the Company to issue up to maximum of 223,271,750 Securities under the employee incentive
scheme titled Employee Securities Incentive Plan, on the terms and conditions set out in the Explanatory
Statement.”
Resolution 7 – Approval to Issue Performance Rights to Director – Craig Bradshaw
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, subject to the passing of Resolution 6, for the purposes of Listing Rule 10.14 and for all other
purposes, approval is given for the Company to issue up to 5,700,000 Performance Rights to Mr Craig
Bradshaw (or his nominee(s)) under the Employee Securities Incentive Plan on the terms and conditions
set out in the Explanatory Statement.”
Resolution 8 – Approval to Issue Options to Director – Oliver Kleinhempel
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, subject to the passing of Resolution 6, for the purposes of section 208 of the Corporations Act,
Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 6,000,000
Options to Mr Oliver Kleinhempel (or his nominee(s)) under the Employee Securities Incentive Plan on
the terms and conditions set out in the Explanatory Statement.”
Resolution 9 – Approval to Issue Options to Director – Stephen Weir
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, subject to the passing of Resolution 6, for the purposes of section 208 of the Corporations Act,
Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 6,000,000
Options to Mr Stephen Weir (or his nominee(s)) under the Employee Securities Incentive Plan on the
terms and conditions set out in the Explanatory Statement.”
Resolution 10 – Approval to Issue Options to Director – Stephen Layton
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, subject to the passing of Resolution 6, for the purposes of section 208 of the Corporations Act,
Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 6,000,000
Options to Mr Stephen Layton (or his nominee(s)) under the Employee Securities Incentive Plan on
the terms and conditions set out in the Explanatory Statement.”
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Resolution 11 – Approval to Issue Options to Director – Zhui Pei Yeo
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, subject to the passing of Resolution 6, for the purposes of section 208 of the Corporations Act,
Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 6,000,000
Options to Mr Zhui Pei Yeo (or his nominee(s)) under the Employee Securities Incentive Plan on the
terms and conditions set out in the Explanatory Statement.”
Resolution 12 – Approval to Issue Options to Director – Craig Bradshaw
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, subject to the passing of Resolution 6, for the purposes of section 208 of the Corporations Act,
Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 15,000,000
Options to Mr Craig Bradshaw (or his nominee(s)) under the Employee Securities Incentive Plan on the
terms and conditions set out in the Explanatory Statement.”
Resolution 13 – Non-Board-Endorsed Candidate
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purpose of clause 17.5 of the Constitution, Listing Rule 14.3, and for all other purposes,
Mr Stephen Mayne, having consented to act as a director of the Company, be appointed as a director
of the Company.
Dated: 13 February 2026
By order of the Board
Tony Di Pietro
Company Secretary
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Notes
1. Entire Notice: The details of the resolutions contained in the Explanatory Statement and proxy
form accompanying this Notice should be read together with, and form part of, this Notice.
2. Record Date: The Company has determined that, for the purposes of the EGM, shares will be
taken to be held by the persons who are registered as holding the shares at 7:00pm on the date 48
hours before the date of the EGM. Only those persons will be entitled to vote at the EGM and
transfers registered after that time will be disregarded in determining entitlements to attend and
vote at the EGM.
3. Proxies
a. Votes at the EGM may be given personally or by proxy, attorney, or representative.
b. Each Shareholder has a right to appoint one or two proxies.
c. A proxy need not be a Shareholder of the Company.
d. If a Shareholder is a company, it must execute under its common seal, or otherwise, in
accordance with its constitution or the Corporations Act.
e. Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint
two proxies and may specify the proportion or number of votes each proxy is appointed
to exercise.
f. If a Shareholder appoints two proxies, and the appointment does not specify the
proportion or number of the Shareholder’s votes, each proxy may exercise half of the
votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.
g. A proxy must be signed by the Shareholder or his or her attorney who has not received
any notice of revocation of the authority.
h. To be effective, Proxy Forms must be received by the Company’s share registry, Automic
Pty Ltd, no later than 48 hours before the commencement of the EGM, i.e. no later than
Saturday, 14 March 2026 at 3:30pm (AEDT). Any proxy received after that time will not
be valid for the scheduled meeting.
i. Voting by Proxy
For further information on the online proxy lodgement process, or if you require a hard copy Proxy
Form, please contact the Company’s Share Registry, Automic Registry Services (Automic), at
meetings@automicgroup.com.au or via phone on 1300 288 664 (within Australia) or +61 2 9698
5414 (overseas).
4. Corporate Representative
Any corporate Shareholder who has appointed a person to act as its corporate representative at
the EGM should provide that person with a certificate or letter executed in accordance with the
Corporations Act authorising him or her to act as that company’s representative. The authority may
be emailed to the Company and/or registry in advance of the EGM.
5. How the Chair will vote Undirected Proxies
Subject to the restrictions set out in Note 6 below, the Chair of the EGM will vote undirected proxies
in favour of all proposed Resolutions, except for Resolution 13 as the Chair intends to vote
undirected proxies against that Resolution.
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6. Voting Prohibition Statements
Resolution 6 – Approval to
Issue Securities under
Incentive Plan
A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on
this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key Management
Personnel.
Resolution 7 – Approval to
Issue Performance Rights to
Director – Craig Bradshaw
A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on
this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key Management
Personnel.
Resolution 8 – Approval to
Issue Options to Director –
Oliver Kleinhempel
In accordance with section 224 of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a related party
of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 8 Excluded Party).
However, the above prohibition does not apply if the vote is cast by a person
as proxy appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 8 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person
appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on
this Resolution.
Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition
does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key Management
Personnel.
Resolution 9 – Approval to
Issue Options to Director –
Stephen Weir
In accordance with section 224 of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a related party
of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 9 Excluded Party).
However, the above prohibition does not apply if the vote is cast by a person
as proxy appointed by writing that specifies how the proxy is to vote on the
Resolution and it is not cast on behalf of a Resolution 9 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person
appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on
this Resolution.
Provided the Chair is not a Resolution 9 Excluded Party, the above prohibition
does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or indirectly
with remuneration of a member of the Key Management Personnel.
Resolution 10 – Approval to
Issue Options to Director –
Stephen Layton
In accordance with section 224 of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a related party
of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 10 Excluded
Party). However, the above prohibition does not apply if the vote is cast by a
person as proxy appointed by writing that specifies how the proxy is to vote
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on the Resolution and it is not cast on behalf of a Resolution 10 Excluded
Party.
In accordance with section 250BD of the Corporations Act, a person
appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on
this Resolution.
Provided the Chair is not a Resolution 10 Excluded Party, the above
prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key Management
Personnel.
Resolution 11 – Approval to
Issue Options to Director –
Zhui Pei Yeo
In accordance with section 224 of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a related party
of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 11 Excluded
Party). However, the above prohibition does not apply if the vote is cast by a
person as proxy appointed by writing that specifies how the proxy is to vote
on the Resolution and it is not cast on behalf of a Resolution 11 Excluded
Party.
In accordance with section 250BD of the Corporations Act, a person
appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on
this Resolution.
Provided the Chair is not a Resolution 11 Excluded Party, the above
prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key Management
Personnel.
Resolution 12 – Approval to
Issue Options to Director –
Craig Bradshaw
In accordance with section 224 of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a related party
of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 12 Excluded
Party). However, the above prohibition does not apply if the vote is cast by a
person as proxy appointed by writing that specifies how the proxy is to vote
on the Resolution and it is not cast on behalf of a Resolution 12 Excluded
Party.
In accordance with section 250BD of the Corporations Act, a person
appointed as a proxy must not vote, on the basis of that appointment, on this
Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on
this Resolution.
Provided the Chair is not a Resolution 12 Excluded Party, the above
prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key Management
Personnel.
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 1 – Ratification of
Placement Shares
Investors who participated in the Placement or any other person who
participated in the issue or an associate of that person or those persons.
Resolution 2 – Approval to
Issue Placement Shares to Mr
Stephen Layton (or their
nominees) as a Director of the
Company
Mr Stephen Layton (or their nominee(s)) and any other person who will obtain
a material benefit as a result of the issue of the securities (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.
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Resolution 3 – Approval to
Issue Placement Shares to Mr
Craig Bradshaw (or their
nominees) as a Director of the
Company
Mr Craig Bradshaw (or their nominee(s)) and any other person who will obtain
a material benefit as a result of the issue of the securities (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 Placement Shares to Mr
Stephen Weir (or their
nominees) as a Director of the
Company
Mr Stephen Weir (or their nominee(s)) and any other person who will obtain
a material benefit as a result of the issue of the securities (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 – Approval to
issue Shares to Oaktree
Capital Management L.P.
Oaktree Capital Management L.P. (or their nominee(s)) and any other person
who will obtain a material benefit as a result of the issue of the securities
(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 6 – Approval to
Issue Securities under
Incentive Plan
A person who is eligible to participate in the employee incentive scheme or
an associate of that person or those persons.
Resolution 7 – Approval to
Issue Performance Rights to
Director – Craig Bradshaw
Mr Craig Bradshaw (or their nominee(s)) and any other person referred to in
Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the
employee incentive scheme in question or an associate of that person or
those persons.
Resolution 8 – Approval to
Issue Options to Director –
Oliver Kleinhempel
Mr Oliver Kleinhempel or any other person referred to in Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 9 – Approval to
Issue Options to Director –
Stephen Weir
Mr Stephen Weir or any other person referred to in Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 10 – Approval to
Issue Options to Director –
Stephen Layton
Mr Stephen Layton or any other person referred to in Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 11 – Approval to
Issue Options to Director –
Zhui Pei Yeo
Mr Zhui Pei Yeo or any other person referred to in Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 12 – Approval to
Issue Options to Director –
Craig Bradshaw
Mr Craig Bradshaw or any other person referred to in Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or 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 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.
7. Enquiries
Shareholders are invited to contact the Company Secretary on +61(3) 9692 7222 if they have any
queries in respect of the matters set out in this Notice.
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EXPLANATORY STATEMENT
Purpose of Information
This Explanatory Statement (“Statement”) accompanies and forms part of the Company’s Notice of EGM
(“Notice”) which will be held at 3:30pm (AEDT) on 16 March 2026, via a video-conferencing facility.
The Notice incorporates, and should be read together, with this Statement.
ORDINARY BUSINESS
Background to Resolutions 1, 2, 3, 4 & 5
On 5 December 2025, the Company announced that it had received firm commitments for a placement to
institutional and sophisticated investors to raise $34 million, before costs, via the issue of 680 million new fully
paid ordinary shares (Placement). New shares to be issued as part of the Placement were to be issued at a
price of $0.05 (5 cents) per share (New Share). A total of 670 million New Shares were issued to investors
on 12 December 2025 utilising the Company’s capac
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