Notice of Annual General Meeting/Proxy Form
Santana Minerals Ltd
Level 1, 371 Queen St
Brisbane, QLD 4000
ABN 37 161 946 989
GPO Box 1305
Brisbane, QLD4000
T: +61 7 3221 7501
20 October 2025
Notice of Annual General Meeting
Santana Minerals Limited (Santana, ASX/NZX:SMI or the Company) is pleased to attach a copy of the
following documents in relation to the Annual General Meeting of Shareholders to be held on 19
November 2025 at 10:00am (AWST) / 3:00pm (NZDT).
1. Letter to Shareholders regarding arrangements for the Annual General Meeting as
despatched to Shareholders;
2. Notice of Annual General Meeting; and
3. Proxy Forms for both ASX and NZX registered holders.
Ends.
This announcement has been authorised for release by the Company Secretary.
For further information, please contact:
Craig McPherson, Company Secretary
+61 7 3221 7501 or admin@santanaminerals.com
Announcement
ASX:SMI
NZX:SMI
Santana Minerals Ltd
Level 1, 371 Queen St
Brisbane, QLD 4000
ABN 37 161 946 989
GPO Box 1305
Brisbane, QLD4000
T: +61 7 3221 7501
20 October 2025
Dear Shareholders,
Santana Minerals Limited (SMI) will be holding its Annual General Meeting (AGM) at 10:00am (AWST) / 3:00pm
(NZDT) on Wednesday, 19 November 2025.
The Board is pleased to welcome shareholders to attend the Meeting in person at Level 5, 143 St Georges
Terrace, Perth WA and online at https://meetings.openbriefing.com/SMl25.
The Notice of Meeting, which sets out the full business to be considered at the Meeting, is available online at
www.santanaminerals.com As permitted by the Corporations Act 2001, Santana will not be dispatching physical
copies of the Notice of Meeting. A copy of your proxy form is enclosed with this letter. If you are unable to attend
the Meeting, you may appoint a proxy to vote for you at the meeting by lodging the Proxy form using one of the
several lodgement methods as outlined on the form.
Santana Minerals Limited also provides for Shareholders to lodge their proxy votes online. To do that,
Shareholders for both the ASX & NZX can log in to https://au.investorcentre.mpms.mufg.com/Login/Login using
the holding details (SRN, HIN, CRN or HRN) that will be available on the personalised Proxy Form dispatched by
the Registry. Once logged in, select Voting and follow the prompts to lodge your vote.
Proxy instructions must be received no later than 48 hours (10:00am (AWST) / 3:00pm (NZDT) on the 17th of
November 2025) before the commencement of the AGM.
For further information, please contact our share registry, MUFG Corporate Markets on +61 1300 554 474, or
email support@cm.mpms.mufg.com.
On behalf of the Board, we look forward to welcoming you to the Meeting on 19 November 2025.
Yours sincerely
Santana Minerals
Craig McPherson
Company Secretary
Santana Minerals Limited
ABN 37 161 946 989
NOTICE OF ANNUAL GENERAL
MEETING AND EXPLANATORY
MEMORANDUM TO
SHAREHOLDERS
Date of Meeting
Wednesday, 19 November 2025
Time of Meeting
10:00am (AWST) / 3:00pm (NZDT)
Place of Meeting
Level 5, 143 St Georges Terrace, Perth WA 6000
and online at https://meetings.openbriefing.com/SMI25
Information on how to participate and vote online is set out in the Virtual Meeting Online Guide
available at https://www.santanaminerals.com/investor-centre.
A Proxy Form is enclosed or has otherwise been provided to you
Please read this Notice and Explanatory Memorandum carefully.
If you are unable to attend the Annual General Meeting, please complete and return the Proxy Form in
accordance with the specified directions.
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SANTANA MINERALS LIMITED
ABN 37 161 946 989
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of Santana Minerals Limited
ABN 37 161 946 989 will be held at Level 5, 143 St Georges Terrace, Perth WA 6000 and online
at https://meetings.openbriefing.com/SMI25 on Wednesday, 19 November 2025 at 10:00am
(AWST) / 3:00pm (NZDT) for the purpose of transacting the following business referred to in
this Notice of Annual General Meeting.
The Company will update Shareholders if changing circumstances will impact the planning or
arrangements for the Meeting by way of announcement on ASX and the details will also be
made available on its website at https://www.santanaminerals.com/.
AGENDA
Financial Reports
To receive and consider the financial report of the Company for the year ended 30 June 2025,
together with the Directors’ Report and the Auditor's Report as set out in the Annual Report.
1 Resolution 1 – Non Binding Resolution to adopt Remuneration Report
To consider and, if thought fit, to pass the following resolution as a non-binding resolution:
"That the Remuneration Report for the year ended 30 June 2025 as set out in the 2025 Annual
Report be adopted."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.
Shareholders are encouraged to read the Explanatory Memorandum for further details on the
consequences of voting on this Resolution.
Voting exclusion statement: The Company will disregard any votes cast on the Resolution by or on behalf of a member of
the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely
Related Parties. However, the Company need not disregard a vote if:
(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed
Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the
way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the
resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel;
and
(b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in
the Remuneration Report, or their Closely Related Parties.
Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even
though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management
Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the
Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under
the Corporations Act.
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2 Resolution 2 – Re-election of Ms Emma Scotney as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, Ms Emma Scotney, who retires in accordance with clause 51.1(a) of the Constitution and
Listing Rule 14.4 and, being eligible, offers herself for re-election, be re-elected as a Director."
3 Resolution 3 – Ratification of issue of Placement Shares to sophisticated and
professional investors
To consider and, if thought fit to pass the following resolution as an ordinary resolution:
“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the
issue of 103,448,276 Placement Shares (at an issue price of $0.58 each) on 18 August 2025 to
sophisticated and professional investors on the terms and conditions set out in the Explanatory
Memorandum.”
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) a person who participated in the issue or is a counterparty to the agreement being approved; or
(b) an Associate of those persons.
However, this 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 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 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 – Approval of Employee Incentive Securities Plan
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.2 Exception 13(b) and for all other purposes,
Shareholders approve the Employee Incentive Securities Plan, a summary of the rules of which
are set out in Annexure A to the Explanatory Memorandum, and the issue of up to a maximum
of 15,000,000 Incentives under the Employee Incentive Securities Plan for “Eligible Participants”
on the terms and conditions described in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) a person who is eligible to participate in the employee incentive scheme; or
(b) an Associate of 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 of the Meeting as a 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;
(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 excluded from voting, and is not an Associate of a person excluded from voting, on the
Resolution; and
Page | 4
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour
of the Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under
the Corporations Act.
5 Resolution 5 – Issue of Performance Rights to Mr Damian Spring or his nominee(s)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, the Directors are
authorised to issue up to 180,000 Performance Rights for no cash consideration, with each
Performance Right having a nil exercise price and an expiry date of 31 December 2027, to Mr
Damian Spring or his nominee(s), on the terms and conditions set out in the Explanatory
Memorandum (including Annexures A and B to the Explanatory Memorandum).”
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) Mr Damian Spring and his nominee(s), and other persons 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
(b) an Associate of those persons.
However, this 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 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 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.
Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour
of the Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them
under the Corporations Act.
6 Resolution 6 – Issue of Performance Rights to Mr Sam Smith or his nominee(s)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
Page | 5
“That, for the purposes of Listing Rule 10.14 and for all other purposes, the Directors are
authorised to issue up to 180,000 Performance Rights for no cash consideration, with each
Performance Right having a nil exercise price and an expiry date of 31 December 2027, to Mr
Sam Smith or his nominee(s), on the terms and conditions set out in the Explanatory
Memorandum (including Annexures A and B to the Explanatory Memorandum).”
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) Mr Sam Smith and his nominee(s), and other persons 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
(b) an Associate of those persons.
However, this 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 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 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.
Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour
of the Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them
under the Corporations Act.
7 Resolution 7 – Approval of potential benefits in relation to Performance Rights to be
issued to Mr Damian Spring or his nominee(s)
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
“That, subject to Resolution 5 being passed, for the purposes sections 200B, 200C and 200E of
the Corporations Act, and for all other purposes, the potential benefits in relation to the
Performance Rights described in the Explanatory Memorandum which may become payable to
Mr Damian Spring or his nominee(s), be approved.”
Page | 6
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) Mr Damian Spring; or
(b) an Associate of Mr Damian Spring.
However, this 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 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 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.
Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even
though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management
Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the
Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them
under the Corporations Act.
8 Resolution 8 – Approval of potential benefits in relation to Performance Rights to be
issued to Mr Sam Smith or his nominee(s)
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
“That, subject to Resolution 6 being passed, for the purposes sections 200B, 200C and 200E of
the Corporations Act, and for all other purposes, the potential benefits in relation to the
Performance Rights described in the Explanatory Memorandum which may become payable to
Mr Sam Smith or his nominee(s), be approved.”
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) Mr Sam Smith; or
(b) an Associate of Mr Sam Smith.
However, this 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 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 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.
Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
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(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even
though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management
Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the
Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them
under the Corporations Act.
9 Resolution 9 – Approval of potential benefits in relation to Performance Rights to be
issued to Mr Craig McPherson or his nominee(s)
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
“That, for the purposes of sections 200B, 200C and 200E of the Corporations Act, and for all
other purposes, the potential benefits in relation to the Performance Rights described in the
Explanatory Memorandum which may become payable to Mr Craig McPherson or his
nominee(s), be approved.”
Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) Mr Craig McPherson; or
(b) an Associate of Mr Craig McPherson.
However, this 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 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 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.
Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even
though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management
Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the
Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them
under the Corporations Act.
10 Resolution 10 – Proposed issue of Shares to the Vendor pursuant to the Ardgour Station
Acquisition
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the
issue of 8,464,534 Shares (at a deemed issue price of NZ$0.5907 per Share) to the Vendor
pursuant to the Ardgour Station Acquisition on the terms and conditions set out in the
Explanatory Memorandum.”
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Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue
(except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) an Associate of those persons.
However, this 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 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 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.
11 Resolution 11 – Renewal of proportional takeover provisions
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, pursuant to and in accordance with section 648G of the Corporations Act, the existing
proportional takeover provisions in the form set out in clause 47 of the Company’s Constitution
are renewed for a period of three years commencing on the date of the Meeting.”
OTHER BUSINESS
To deal with any other business which may be brought forward in accordance with the
Constitution and the Corporations Act.
Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the
Explanatory Memorandum.
By order of the Board
Craig McPherson
Company Secretary
Dated: 20 October 2025
How to vote
Shareholders can vote by either:
attending the Meeting and voting in person or by
attorney or, in the case of corporate Shareholders,
by appointing a corporate representative to attend
and vote; or
appointing a proxy or, whether the Shareholder
holds two or more Shares, not more than two
proxies to attend and vote on their behalf using the
Proxy Form accompanying this Notice of Meeting
and by submitting their proxy appointment and
voting instructions in person, by post or
electronically.
Attending and voting in person
Shareholders, or their attorneys, who plan to attend the
Meeting are asked to arrive at the venue 15 minutes prior
to the time designated for the Meeting, if possible, so that
their holding may be checked against the Company's
share register and their attendance recorded. To be
effective, a certified copy of the Power of Attorney, or the
original Power of Attorney, must be received by the
Company in the same manner, and by the same time as
outlined for proxy forms below.
Attending and voting online
Shareholders, or their attorneys, who wish to attend and
vote at the Meeting online can do so at:
https://meetings.openbriefing.com/SMI25.
If attending the Meeting online, you are encouraged to log
into the online platform at least 15 minutes prior to the
schedule start time for the Meeting using the instructions
below:
go to https://meetings.openbriefing.com/SMI25 on
a web browser on your computer or online device;
enter your SRN or HIN (for Shareholders on the
Australian Register) or CRN or HRN (for
Shareholders on the New Zealand Register),
which is printed at the top of your Proxy Form; and
enter your proxy code, which will be provided by
the Company’s share registry no later than 24
hours prior to the Meeting.
You will be able to vote and ask questions via the online
platform, though you are strongly encouraged to submit
questions to the Company prior to the Meeting.
Further information on how to participate and vote online is
set out in the Virtual Meeting Online Guide available at
https://www.santanaminerals.com/investor-centre.
Questions at the Meeting
Please note that Shareholders may only ask questions
once they have been verified. It may not be possible to
respond to all questions. Shareholders are encouraged to
submit questions prior to the Meeting (please see below).
Submission of written questions to the Company in
advance of the Meeting
A Shareholder who is entitled to vote at the Meeting may
submit a written question to the Company in advance of
the Meeting. We ask that all pre-Meeting questions be
received by the Company no later than 48 hours before
the date of the Meeting, being 10:00am (AWST) / 3:00pm
(NZDT) on 17 November 2025.
Any questions should be directed to
cmcpherson@santanaminerals.com.
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.
Voting by proxy
A Shareholder entitled to attend and vote is
entitled to appoint a proxy or, whether the
Shareholder holds two or more Shares, not more
than two proxies. Each proxy will have the right to
vote on a poll and also to speak at the Meeting.
The appointment of the proxy may specify the
proportion or the number of votes that the proxy
may exercise. Where more than one proxy is
appointed and the appointment does not specify
the proportion or number of the Shareholder's
votes each proxy may exercise, the votes will be
divided equally among the proxies (i.e. where
there are two proxies, each proxy may exercise
half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body
corporate.
If a proxy is not directed how to vote on an item of
business, the proxy may generally vote, or abstain
from voting, as they think fit. However, where a
Restricted Voter is appointed as a proxy, the proxy
may only vote on Resolution 1 and Resolutions 4
to 9 (inclusive) in accordance with a direction on
how the proxy is to vote or, if the proxy is the Chair
of the Meeting and the appointment expressly
authorises the Chair to exercise the proxy even if
the Resolution is connected directly or indirectly
with the remuneration of a member of the Key
Management Personnel.
Should any resolution, other than those specified
in this Notice, be proposed at the Meeting, a proxy
may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an
item of business, they are directed not to vote on
the Shareholder's behalf on the poll and the
Shares that are the subject of the proxy
appointment will not be counted in calculating the
required majority.
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Shareholders who return their Proxy Forms with a
direction how to vote, but who do not nominate the
identity of their proxy, will be taken to have
appointed the Chair of the Meeting as their proxy
to vote on their behalf. If a Proxy Form is returned
but the nominated proxy does not attend the
Meeting, the Chair of the Meeting will act in place
of the nominated proxy and vote in accordance
with any instructions. Proxy appointments in favour
of the Chair of the Meeting, the secretary or any
Director that do not contain a direction how to vote
will be used, where possible, to support each of
the Resolutions proposed in this Notice, provided
they are entitled to cast votes as a proxy under the
voting exclusion rules which apply to some of the
proposed Resolutions. These rules are explained
in this Notice.
To be effective, proxies must be received by
10:00am (AWST) / 3:00pm (NZDT) on 17
November 2025. Proxies received after this time
will be invalid.
Proxies may be lodged using any of the following
methods:
− by returning a completed Proxy Form in
person or by post using the pre-addressed
envelope provided with this Notice to:
Australia:
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150
or
MUFG Corporate Markets (AU) Limited
Liberty Place, Level 41
161 Castlereagh Street
Sydney NSW 2000
New Zealand:
MUFG Corporate Markets (AU) Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
− by recording the proxy appointment and
voting instructions online at
https://au.investorcentre.mpms.mufg.com.
Only registered Shareholders may access
this facility and will need their SRN or HIN
(for Shareholders on the Australian
Register) or CRN or HRN (for
Shareholders on the New Zealand
Register); or
− by faxing a completed Proxy Form to +61
2 9287 0309.
The Proxy Form must be signed by the
Shareholder or the Shareholder's attorney. Proxies
given by corporations must be executed in
accordance with the Corporations Act. Where the
appointment of a proxy is signed by the appointer's
attorney, a certified copy of the Power of Attorney,
or the power itself, must be received by the
Company at the above address, or by facsimile,
and by 10:00am (AWST) / 3:00pm (NZDT) on 17
November 2025. If facsimile transmission is used,
the Power of Attorney must be certified.
Shareholders who are entitled to vote
In accordance with paragraphs 7.11.37 and 7.11.38 of the
Corporations Regulations, the Board has determined that
a person's entitlement to vote at the Annual General
Meeting will be the entitlement of that person set out in the
Register of Shareholders as at 4:00pm (AWST) / 9:00pm
(NZDT) on 17 November 2025.
Page | 11
SANTANA MINERALS LIMITED
ABN 37 161 946 989
EXPLANATORY MEMORANDUM
This Explanatory Memorandum is intended to provide Shareholders with sufficient information to
assess the merits of the Resolutions contained in the accompanying Notice of Annual General
Meeting of the Company.
Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum.
Defined terms are generally identifiable by the use of an upper case first letter. Details of the
definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.
1 Financial Reports
The first item of the Notice deals with the presentation of the consolidated annual financial report of
the Company for the financial year ended 30 June 2025, together with the Directors' declaration and
report in relation to that financial year and the Auditor's Report on the financial report. Shareholders
should consider these documents and raise any matters of interest with the Directors when this item
is being considered.
No resolution is required to be moved in respect of this item.
Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions
and make comments on the accounts and on the management of the Company.
The Chair will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor’s
representative questions relevant to:
(a) the conduct of the audit;
(b) the preparation and content of the independent audit report;
(c) the accounting policies adopted by the Company in relation to the preparation of the financial
statements; and
(d) the independence of the Auditor by the Company in relation to the conduct of the audit.
The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any
written questions submitted to the Auditor under section 250PA of the Corporations Act.
2 Resolution 1 – Non Binding Resolution to adopt Remuneration Report
2.1 Background
Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution
that the Remuneration Report as disclosed in the Company's 2025 Annual Report be adopted. The
Remuneration Report is set out in the Company’s 2025 Annual Report and is also available on the
Company’s website (https://www.santanaminerals.com/).
The vote on this Resolution is advisory only and does not bind the Directors or the Company.
However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two
consecutive annual general meetings, the Company will be required to put a resolution to the second
Annual General Meeting (Spill Resolution), to approve calling a general meeting (Spill Meeting). If
more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then
convene a Spill Meeting within 90 days of the second Annual General Meeting. All of the Directors
Page | 12
who were in office when the applicable Directors’ Report was approved, other than the Managing
Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.
The remuneration report for the financial year ended 30 June 2024 did not receive a vote of more
than 25% against its adoption at the Company’s last general meeting held on 26 November 2024.
Accordingly, if at least 25% of the votes cast on this Resolution are against adoption of the
Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.
The Remuneration Report explains the Board policies in relation to the nature and level of
remuneration paid to Directors, sets out remuneration details for each Director and any service
agreements and sets out the details of any equity based compensation.
The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments
on, the Remuneration Report.
2.2 Voting
Note that a voting exclusion applies to this Resolution in the terms set out in the Notice.
Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how
to vote on this Resolution.
3 Resolution 2 – Re-election of Ms Emma Scotney as a Director
3.1 Background
Pursuant to clause 51.1(a) of the Constitution and Listing Rule 14.4, Ms Emma Scotney, being a
Director, retires by way of rotation and, being eligible, offers herself for re-election as a Director.
Clause 50.1 of the Constitution provides that the Directors may at any time appoint a person to be a
Director, either to fill a casual vacancy, or as an addition to the existing Directors, but so that the total
number of Directors does not at any time exceed the maximum number specified by the Constitution.
Any Director so appointed holds office only until the next following annual general meeting and is then
eligible for re-election.
Ms Emma Scotney, having been appointed by the Board on 3 February 2025, retires from office in
accordance with the requirements of clause 51.1(a) of the Constitution and Listing Rule 14.4 and
submits herself for re-election in accordance with clause 51.3 of the Constitution.
If the Resolution is passed, Ms Emma Scotney will be re-elected and will continue to act as a Director.
If the Resolution is not passed, Ms Emma Scotney will not be re-elected and will cease to act as a
Director.
3.2 Qualifications
Ms Emma Scotney has a background in corporate law and is an experienced non-executive director
who has provided advice across multiple industries on an extensive range of critical matters including
commercial contracts, corporate governance, private and public mergers & acquisitions, legal due
diligence, international supply agreements, royalty agreements, capital raisings, ASX Listing Rules
and ASIC policy. In additional to her legal experience, Ms Emma Scotney has strong commercial,
business and financial acumen with over 25 years of combined experience in the mining, agricultural
and property industries.
Ms Emma Scotney holds a Bachelor of Arts, Bachelor of Laws (Honours), Advanced Diploma in
Management (Strategy and Finance), and is a graduate of the Australian Institute of Company
Directors.
Page | 13
3.3 Other material directorships
Currently, Ms Emma Scotney is also a director of Minerals 260 Limited (ASX:MI6) and Duratec
Limited (ASX:DUR) and a Non-Executive Director for InterGrain Pty Ltd and is a Commissioner with
the Insurance Commission of Western Australia.
3.4 Independence
Ms Emma Scotney was appointed to the Board on 3 February 2025. The Board considers that Ms
Emma Scotney, if re-elected, will continue to be classified as an independent director.
3.5 Board recommendation
Based on Ms Emma Scotney’s relevant experience and qualifications, the members of the Board, in
the absence of Ms Emma Scotney, support the re-election of Ms Emma Scotney as a director of the
Company.
4 Resolution 3 – Ratification of issue of Placement Shares to sophisticated and
professional investors
4.1 Background
On 18 August 2025, the Company issued 103,448,276 Shares to sophisticated and professional
investors at an issue price of $0.58 per Share to raise $60 million (Placement).
The fully underwritten Placement was driven by international resources funds, including those from
New Zealand, desiring participation in the exciting Bendigo-Ophir Gold Project and was strongly
supported by existing domestic and high net-worth holders.
4.2 Listing Rules 7.1 and 7.4
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 period.
The Placement does not fit within any of these exceptions and, as it has not yet been approved by the
Company’s 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 the Company issued Shares pursuant to the
Placement.
Listing Rule 7.4 allows the shareholders of a 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 into
the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 and
therefore seeks Shareholder approval to ratify the issue of Shares pursuant to the Placement under
and for the purposes of Listing Rule 7.4.
If this Resolution is passed, the Shares pursuant to the Placement 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 the
Company issued Shares pursuant to the Placement.
If this Resolution is not passed, the Shares pursuant to the Placement will be included in calculating
the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities
Page | 14
the Company can issue without Shareholder approval over the 12 month period following the date the
Company issued Shares pursuant to the Placement.
4.3 Information requirements – Listing Rule 7.5
The following information in relation to the Shares the subject of the Placement is provided to
Shareholders for the purposes of Listing Rule 7.5:
the Shares were issued to sophisticated and professional investors and other investors
qualifying under section 708 of the Corporations Act, each of which is an unrelated party of the
Company. The placees were selected following a bookbuild process by Canaccord Genuity
(Australia) Limited (ABN 19 075 071 466). In accordance with paragraph 7.4 of ASX Guidance
Note 21, the Company confirms that no 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 were issued more than 1% of the issued
capital of the Company;
103,448,276 Shares were issued;
the Shares issued were fully paid ordinary Shares in the capital of the Company and rank
equally in all respects with the existing fully paid ordinary Shares on issue;
the Shares were issued on 18 August 2025;
the Shares were issued at an issue price of $0.58 each;
the Shares were issued to raise funds to be applied towards:
(i) accelerating the development of the Bendigo-Ophir Gold Project in preparation for a final
investment decision;
(ii) commencement of early infrastructure civil works to advance project readiness;
(iii) the potential acquisition of freehold lands directly impacted by the proposed mining
operations and the completion of access agreements;
(iv) further exploration of high-priority, near-mine and regional targets, including drilling;
(v) procurement of long-lead plant and infrastructure items for the Bendigo-Ophir Gold
Project; and
(vi) general working capital purposes and costs of the Placement; and
a voting exclusion applies in respect of this Resolution as set out in the Notice of Meeting.
5 Resolution 4 – Issue of Equity Securities under the Employee Incentive Securities Plan
5.1 Purpose of the Plan
The Directors considered that it was desirable to update the Company’s incentive plan under which
persons who are employees or directors of, or individuals who provide services to, a Group Company
(Eligible Participants) may be offered the opportunity to subscribe for Shares, Options or
Performance Rights (Incentives) in the Company in order to increase the range of potential
incentives available to them and to strengthen links between the Company and Eligible Participants
and accordingly adopted the Employee Incentive Securities Plan (Plan).
The Plan is designed to provide incentives to the Eligible Participants and to recognise their
contribution to the Company's success. Under the Company's current circumstances, the Directors
Page | 15
consider that the proposed incentives under the Plan to Eligible Participants are a cost effective and
efficient incentive for the Company as opposed to alternative forms of incentives such as cash
bonuses or increased remuneration. To enable the Company to secure Eligible Participants who can
assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives
to such personnel. The Plan is designed to achieve this objective, by encouraging continued
improvement in performance over time and by encouraging personnel to acquire and retain significant
shareholdings in the Company.
Under the Plan, the Board may offer to Eligible Participants the opportunity to subscribe for such
number of Incentives in the Company as the Board may decide and on the terms set out in the rules
of the Plan, a summary of which is set out in Annexure A to this Explanatory Memorandum and in the
offer made to the Eligible Participants under the Plan. Incentives issued under the Plan will be offered
to Eligible Participants on the basis of the Board’s view of the contribution of that Eligible Participant’s
to the Company.
The maximum number of Incentives proposed to be issued under the Plan following Shareholder
approval is expected to be 15,000,000 Incentives. Once this number is reached, the Company will
need to seek fresh approval from Shareholders if the subsequent issue of Incentives is to fall within
Listing Rule 7.2 Exception 13.
5.2 Shareholder approval requirements
Shareholder approval is sought under Listing Rule 7.2 Exception 13(b) and for all other purposes for
the approval of the Plan and the issue of Incentives under the Plan.
Shareholder approval is required if any issue of Incentives pursuant to the Plan is to fall within the
exception to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of Equity
Securities which may be issued without Shareholder approval. Accordingly, Shareholder approval is
sought for the purposes of Listing Rule 7.2 Exception 13(b) which provides that Listing Rule 7.1 does
not apply to an issue of Equity Securities under an employee incentive scheme that has been
approved by the holders of ordinary securities within three years of the date of issue.
Prior Shareholder approval will be required before any Director or related party of the Company can
participate in the Plan.
Section 257B(1) of the Corporations Act sets out the procedure for various forms of share buy-backs,
including an “employee share buy-back”. In order for the Company to undertake a buy-back of
Incentives under the Plan (for example, if Incentives held by an Eligible Employee become subject to
compulsory divestiture in accordance with the Plan) using this simplified procedure, the Plan must be
approved by Shareholders.
5.3 Information requirements under Listing Rule 7.2 Exception 13(b)
In accordance with the requirements of Listing Rule 7.2 Exception 13(b), the following information is
provided to Shareholders:
a summary of the terms of the Plan is contained in Annexure A to this Explanatory
Memorandum;
a previous version of the Plan was approved by Shareholders on 30 November 2022;
a total of 7,513,707 Equity Securities have been issued pursuant to the previous version of the
Plan;
the maximum number of Incentives proposed to be issued under the Plan under Exception
13(b) to Listing Rule 7.2 following approval of this Resolution is 15,000,000 Incentives; and
Page | 16
a voting exclusion statement has been included in the Notice for the purposes of this
Resolution.
5.4 Consequences of passing the Resolution
If the Resolution is passed, the Company will be able to issue Incentives under the Plan up the
maximum number set out in this Notice. In addition, those issues of Incentives 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. In addition, any share buy-back undertaken in accordance with the
terms of the Plan will constitute an “employee share buy-back" for the purposes of the Corporations
Act, enabling the Company to undertake a buy-back of Incentives without the need for separate
shareholder approval at the time of the buy-back, subject to any applicable limits imposed by the
Corporations Act. This would apply to both Incentives currently on issue and any Incentives issued
after Shareholder approval is obtained at the Meeting.
If the Resolution is not passed, the Company will be able to proceed to issue Incentives under the
Plan, however the issue of those Incentives will not fall within the exception to the calculation of the
15% limit imposed by Listing Rule 7.1 and therefore effectively decreasing the number of Equity
Securities which may be issued without Shareholder approval.
The Company has no specific plan to undertake an employee share buy-back in relation to any
Incentives currently on issue, however Resolution 4 provides the Company the authority to do so in
an efficient manner if it is necessary to do so in the future.
6 Resolutions 5 and 6 – Issue of Performance Rights to Mr Damian Spring and Mr Sam
Smith or their nominee(s)
6.1 Background
The Company proposes to issue up to 180,000 Performance Rights (each with a nil exercise price
and an expiry date of 31 December 2027) to each of Mr Damian Spring and Mr Sam Smith or their
nominee(s), being a total of up to 360,000 Performance Rights in aggregate.
The issue of Performance Rights encourages Mr Damian Spring and Mr Sam Smith to have a greater
involvement in the achievement of the Company’s objectives and to provide an incentive to strive to
that end by participating in the future growth and prosperity of the Company through Share
ownership. Under the Company’s current circumstances, the Directors (in the absence of Mr Damian
Spring and Mr Sam Smith) consider that the issue of Performance Rights represents a cost effective
and efficient means for the Company to remunerate Mr Damian Spring and Mr Sam Smith as
opposed to alternative forms of incentive, such as the payment of additional cash compensation.
The number of Performance Rights to be issued to each of Mr Damian Spring and Mr Sam Smith or
their nominee(s) has been determined based upon a consideration of:
the remuneration of the Directors;
the current price of Shares;
the Directors’ wish to ensure that the remuneration offered is competitive with market standards
and/or practice. The Directors have considered the proposed number of Performance Rights to
be issued and will ensure that Mr Damian Spring’s and Mr Sam Smith’s overall remuneration is
in line with market practice;
attracting and retaining suitably qualified non-executive directors; and
incentives to attract and ensure continuity of service of Directors who have appropriate
knowledge and expertise, while maintaining the Company’s cash reserves. The Company does
Page | 17
not consider that there are any significant opportunity costs to the Company or benefits
foregone by the Company in issuing the Performance Rights upon the terms proposed.
6.2 Related Party Transactions Generally
Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a
related party of the public company unless either:
the giving of the financial benefits falls within one of the nominated exceptions to the provision;
or
Shareholder approval is obtained prior to the giving of the financial benefit and the benefit is
given within 15 months after obtaining such approval.
For the purposes of Chapter 2E of the Corporations Act, each of Mr Damian Spring and Mr Sam
Smith is a related party of the Company.
In relation to Resolution 5, the Board (excluding Mr Damian Spring) has formed the view that
Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue
of Performance Rights to Mr Damian Spring or his nominee(s) as the issue, which forms part of his
remuneration package, is considered reasonable remuneration for the purposes of section 211 of the
Corporations Act.
In relation to Resolution 6, the Board (excluding Mr Sam Smith) has formed the view that Shareholder
approval under section 208 of the Corporations Act is not required for the proposed issue of
Performance Rights to Mr Sam Smith or his nominee(s) as the issue, which forms part of his
remuneration package, is considered reasonable remuneration for the purposes of section 211 of the
Corporations Act.
Accordingly, the Company is not seeking Shareholder approval for Resolutions 5 and 6 under section
208 of the Corporations Act.
6.3 Total remuneration package
Mr Damian Spring’s and Mr Sam Smith’s fees per annum (including superannuation) and the total
financial benefit to be received by them in this current period, as a result of the issue of the
Performance Rights the subject of Resolutions 5 and 6, are as follows:
Director Fees p.a. Value of Performance
Rights
Total Financial
Benefit ($)
Mr Damian Spring $408,723
1
$115,974 $524,697
Mr Sam Smith $360,000 $115,974 $475,974
1. Mr Spring is paid NZ$420,000 per annum (Gross Salary). In addition to the Gross Salary, the Company will match
any KiwiSaver contributions the executive makes, subject to the Company only being required to make a maximum
contribution equal to 3% of the Gross Salary plus pay a motor vehicle allowance of NZ$26,640 per annum. The total
remuneration of NZ$459,240 has been converted into $AUD at an exchange rate of 0.89.
The aggregate estimated average value of $0.6443 per Performance Right is a theoretical valuation
of each Performance Right using the Black-Scholes Option Pricing methodology and the Monte Carlo
Simulation methodology.
6.4 Valuation of Performance Rights
The Company's advisers have valued the Performance Rights proposed to be issued to Mr Damian
Spring and Mr Sam Smith or their nominee(s) using the Black-Scholes Option Pricing methodology
Page | 18
and the Monte Carlo Simulation methodology. The value of an option or right calculated by the Black-
Scholes Option Pricing methodology and the Monte Carlo Simulation methodology is a function of a
number of variables. The valuation of the Performance Rights has been prepared using the following
assumptions:
Variable Input
Share price $0.77
Exercise price Nil
Risk free rate 3.495%
Dividend yield Nil
Volatility 62.5%
Share price hurdle ≥$1.20 for 10 sequential trading days (Tranche 1 Performance Rights)
N/A (Tranche 2 Performance Rights)
Time (years to expiry) 2 years
The Company’s advisers have calculated the value of each Performance Right based on the following
assumptions:
the underlying value of each Share in the Company is based on the ASX closing price of $0.77
on 7 October 2025;
risk free rate of return of 3.495% (estimated, based on the yield-to-maturity of an Australian
government bond on 7 October 2025 with an equal term); and
volatility of the Share price of 62.5% as determined from the daily movements in Share price
over the last 12 months, adjusted for abnormal trading.
Any change in the variables applied in the Black-Scholes Option Pricing methodology and the Monte
Carlo Simulation methodology between the date of the valuation and the date the Performance Rights
are issued would have an impact on their value.
Based on the assumptions, it is considered that the estimated average value of the Performance
Rights proposed to be issued to Mr Damian Spring and Mr Sam Smith or their nominee(s) is $0.5186
per Tranche 1 Performance Right (comprising 50% of the Performance Rights by number) and $0.77
per Tranche 2 Performance Right (comprising 50% of the Performance Rights by number), for an
aggregate estimated average value of $0.6443 per Performance Right.
6.5 Information Requirements – Listing Rules 10.14 and 10.15
Listing Rule 10.14 provides that the Company must not permit any of the following persons to acquire
Equity Securities under an employee incentive scheme:
a director of the Company (Listing Rule 10.14.1);
an Associate of a director of the Company (Listing Rule 10.14.2); or
Page | 19
a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1
or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its
Shareholders (Listing Rule 10.14.3),
unless it obtains the approval of its Shareholders.
The proposed issue of Performance Rights to each of Mr Damian Spring and Mr Sam Smith or their
nominee(s) pursuant to Resolutions 5 and 6 falls within Listing Rule 10.14.1 or Listing Rule 10.14.2
respectively, and therefore requires the approval of Shareholders under Listing Rule 10.14.
If Resolution 5 is passed, the Company will issue Performance Rights to Mr Damian Spring or his
nominee(s), as noted above. If Resolution 6 is passed, the Company will issue Performance Rights to
Mr Sam Smith or his nominee(s), as noted above.
If any of Resolutions 5 or 6 are not passed, the Company will not issue Performance Rights to the
relevant Participating Director or their nominee(s), and the Company will not be utilising the most
cost-effective and efficient means for incentivising that Participating Director. Other means for
incentivising that Participating Director, such as cash payments, will be considered and are not
expected to align Mr Damian Spring’s and Mr Sam Smith’s interests with those of Shareholders to the
same extent.
The following further information is provided to Shareholders for the purposes of Listing Rule 10.15:
the Performance Rights will be issued to Mr Damian Spring and Mr Sam Smith or their
nominee(s), as noted above;
each of Mr Damian Spring and Mr Sam Smith is a Listing Rule 10.14.1 party because they are
a Director of the Company, and their each of their nominees (as applicable) are Listing Rule
10.14.2 parties because they are an Associate of a Director of the Company;
up to 180,000 Performance Rights will be issued to Mr Damian Spring or his nominee(s) and up
to 180,000 Performance Rights will be issued to Mr Sam Smith or his nominee(s);
each of Mr Damian Spring and Mr Sam Smith is a Director of the Company and the issue the
subject of Resolutions 5 and 6 is intended to remunerate or incentivise them. Their respective
current total remuneration packages are set out above in paragraph 6.3;
the number of Equity Securities previously issued to Mr Damian Spring and Mr Sam Smith or
their nominee(s) under the previous version of the Plan approved by Shareholders on 30
November 2022 and the average acquisition price (if any) paid by the relevant Participating
Director for each Equity Security is as follows:
Participating Director Equity Securities issued
Mr Damian Spring
1,066,800 Performance Rights (nil acquisition price)
169,905 Options (Ex $0.3125, Expire 11/12/26)
169,902 Options (Ex $0.3125, Expire 11/12/26)
1,200,000 Options (Ex $0.3125, Expire 23/1/26)
Mr Sam Smith
270,000 Performance Rights (nil acquisition price)
1,200,000 Options (Ex $0.3125, Expire 23/1/26)
the terms and conditions of the Performance Rights are set out in Annexure B to this
Explanatory Memorandum;
the type of security being issued is a Performance Right. This type of security was selected as
it aligns Mr Damian Spring’s and Mr Sam Smith’s interests with those of Shareholders and is a
Page | 20
cost-effective and efficient means for incentivising Mr Damian Spring and Mr Sam Smith as
opposed to other means, such as cash payments;
as noted above, the Company’s advisors have valued the Performance Rights using the Black-
Scholes Option Pricing methodology and the Monte Carlo Simulation methodology. Based on
the assumptions set out in paragraph 6.4, it is considered that the estimated average value of
the Performance Rights to be issued to Mr Damian Spring and Mr Sam Smith or their
nominee(s) is $0.5186 per Tranche 1 Performance Right (being 50% of the Performance Rights
by number) and $0.77 per Tranche 2 Performance Right (being 50% of the Performance Rights
by number), for an aggregate estimated average value of $0.6443 per Performance Right;
the Performance Rights will be issued on a date which will be no later than 3 years after the
date of this Meeting, unless otherwise extended by way of ASX issuing a waiver to the Listing
Rules;
the Performance Rights will be issued for no cash consideration;
a summary of the material terms of the Plan under which the Performance Rights have been
offered is set out in Annexure A to this Explanatory Memorandum;
details of any Equity Securities issued under the Plan will be published in the annual report of
the Company relating to a period in which they were issued, along with a statement that
approval for the issue was obtained under Listing Rule 10.14 (as appropriate);
any additional persons covered by Listing Rule 10.14 who become entitled to participate in the
Plan after Resolutions 5 or 6 are approved and who were not named in this Notice will not
participate until approval is obtained under that Listing Rule 10.14; and
a voting exclusion statement applies to Resolutions 5 and 6 as set out in this Notice.
6.6 Voting
Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how
to vote on the Resolutions.
7 Resolutions 7 to 9 (inclusive) – Approval of potential benefits in relation to Performance
Rights to be issued to Mr Damian Spring, Mr Sam Smith and Mr Craig McPherson or their
nominee(s)
7.1 Background
The Company proposes to issue:
subject to Resolution 5 being passed, up to 180,000 Performance Rights to Mr Damian Spring
or his nominee(s);
subject to Resolution 6 being passed, up to 180,000 Performance Rights to Mr Sam Smith or
his nominee(s); and
up to 40,000 Performance Rights to Mr Craig McPherson or his nominee(s).
A summary of the terms of the Performance Rights is set out in Annexure B to this Explanatory
Memorandum.
The terms of the Performance Rights include potential benefits which may become payable to Mr
Damian Spring, Mr Sam Smith or Mr Craig McPherson in connection with the cessation of their
employment with the Company, or in connection with a Change of Control Event that involves the
transfer of the whole or any part of the undertaking or property of the Company. Resolutions 7 to 9
Page | 21
(inclusive) seek Shareholder approval for the giving of those potential benefits for all purposes of Part
2D.2 of the Corporations Act and Listing Rule 10.19 as set out in this Explanatory Memorandum.
If Resolution 5 is not passed, then Resolution 7 will have no effect. If Resolution 6 is not passed, then
Resolution 8 will have no effect.
7.2 Benefits payable to Mr Damian Spring, Mr Sam Smith and Mr Craig McPherson
The terms of the Performance Rights allow for the Board to exercise discretion in the following
circumstances:
discretion to determine that any unvested Performance Rights will not immediately lapse upon
Mr Damian Spring, Mr Sam Smith or Mr Craig McPherson ceasing employment with the
Company;
discretion to determine how Performance Rights will be treated if a Change of Control Event
occurs; and
a general discretion to adjust, vary or waive conditions to the Performance Rights in whole or in
part at any time and in any particular case, which might include the exercise of that discretion in
the context of Mr Damian Spring, Mr Sam Smith or Mr Craig McPherson ceasing employment
with the Company or in connection with a Change of Control Event.
The benefits noted above are in addition to statutory entitlements, any payment in lieu of notice and
accrued contractual entitlements, comprised of any outstanding remuneration and any accrued leave
entitlements as at the date of termination.
7.3 Part 2D.2 of the Corporations Act
Under section 200B of the Corporations Act, a company may only give a person a benefit in
connection with their ceasing to hold a managerial or executive office in the company or a related
body corporate if it is approved by shareholders under section 200E of the Corporations Act or
another exemption applies.
Under section 200C of the Corporations Act, a company may only give a person a benefit in
connection with the transfer of the whole or any part of the undertaking or property of the company if it
is approved by shareholders under section 200E of the Corporations Act.
Each of Mr Damian Spring, Mr Sam Smith and Mr Craig McPherson hold a managerial or executive
office in the Company.
The term "benefit" has a wide operation and would include the exercise of Board discretion in the
circumstances noted above. Accordingly, Shareholder approval is sought for the purposes of section
200E of the Corporations Act to allow the Company to deal with the Performance Rights in connection
with:
Mr Damian Spring, Mr Sam Smith or Mr Craig McPherson ceasing employment with the
Company; or
a Change of Control Event that involves the transfer of the whole or any part of the undertaking
or property of the Company,
in accordance with the terms and conditions of the Performance Rights, where to do so would involve
giving a “benefit” to Mr Damian Spring, Mr Sam Smith or Mr Craig McPherson in connection with that
event.
The approval is sought in relation to the Performance Rights proposed to be issued to Mr Damian
Spring or his nominee(s) under Resolution 5, the Performance Rights proposed to be issued to Mr
Page | 22
Sam Smith or his nominee(s) under Resolution 6, and the Performance Rights proposed to be issued
to Mr Craig McPherson.
The value of any benefit relating to the Performance Rights given in connection with Mr Damian
Spring, Mr Sam Smith or Mr Craig McPherson ceasing to hold managerial or executive office, or in
connection with a Change of Control Event that involves the transfer of the whole or any part of the
undertaking or property of the Company, cannot presently be ascertained. However, matters, events
and circumstances that will, or are likely to, affect the calculation of that value are:
the number of Performance Rights held by Mr Damian Spring, Mr Sam Smith or Mr Craig
McPherson or their nominee(s) prior to the relevant event;
the length of Mr Damian Spring, Mr Sam Smith or Mr Craig McPherson’s service and the status
of the vesting conditions attaching to the Performance Rights at the relevant time;
whether the vesting conditions are waived or (if not waived) met, and the number of
Performance Rights (which could be a portion of or all of the Performance Rights held by Mr
Damian Spring, Mr Sam Smith or Mr Craig McPherson or their nominee(s)); and
the market price of the Company’s Shares on ASX.
7.4 Listing Rule 10.19
Shareholder approval of the benefits that may be given to Mr Damian Spring, Mr Sam Smith or Mr
Craig McPherson by virtue of the exercise of Board discretion under the terms of the Performance
Rights as set out above upon termination or cessation of their employment is also sought under
Listing Rule 10.19.
Listing Rule 10.19 provides that, without shareholder approval, an entity must ensure that no officer of
the entity or any of its child entities will be, or may be, entitled to termination benefits if the value of
those benefits and the termination benefits that are or may become payable to all officers together
exceed 5% of the equity interests of the entity as set out in the latest accounts given to ASX under the
Listing Rules (5% Threshold). Accordingly, Shareholder approval is being sought on the basis that
officers of the Company including Mr Damian Spring (if Resolution 5 is passed), Mr Sam Smith (if
Resolution 6 is passed) and Mr Craig McPherson may be entitled to termination benefits under the
Plan which exceed the 5% Threshold.
Depending upon the value of the termination benefits (see above), and the equity interests of the
Company at the time such benefits may crystallise, it is uncertain if such payment would exceed the
5% Threshold. In the event of such termination benefits crystallising, the Company will comply with
Listing Rule 10.19 if this Resolution is approved by Shareholders.
7.5 Consequences of passing Resolutions 7 to 9 (inclusive)
If Resolution 7 is passed, the Company will be able to give benefits which may exceed the 5%
Threshold to Mr Damian Spring in connection with Mr Damian Spring ceasing to hold that managerial
or executive office, or in connection with a Change of Control Event that involves the transfer of the
whole or any part of the undertaking or property of the Company, in accordance with the terms and
conditions of the Performance Rights.
If Resolution 7 is not passed, the Company will not be able to give those benefits to Mr Damian
Spring unless:
the Company obtains future Shareholder approval under section 200E of the Corporations Act
for the giving of the particular benefit or (if applicable) another exemption to the restriction in
section 200B of the Corporations Act applies; and
Page | 23
if applicable, the Company obtains future Shareholder approval under Listing Rule 10.19 or
those benefits along with termination benefits payable to all officers will not exceed the 5%
Threshold.
If Resolution 8 is passed, the Company will be able to give benefits which may exceed the 5%
Threshold to Mr Sam Smith in connection with Mr Sam Smith ceasing to hold that managerial or
executive office, or in connection with a Change of Control Event that involves the transfer of the
whole or any part of the undertaking or property of the Company, in accordance with the terms and
conditions of the Performance Rights.
If Resolution 8 is not passed, the Company will not be able to give benefits to Mr Sam Smith unless:
the Company obtains future Shareholder approval under section 200E of the Corporations Act
for the giving of the particular benefit or (if applicable) another exemption to the restriction in
section 200B of the Corporations Act applies; and
if applicable, the Company obtains future Shareholder approval under Listing Rule 10.19 or
those benefits along with termination benefits payable to all officers will not exceed the 5%
Threshold.
If Resolution 9 is passed, the Company will be able to give benefits which may exceed the 5%
Threshold to Mr Craig McPherson in connection with Mr Craig McPherson ceasing to hold that
managerial or executive office, or in connection with a Change of Control Event that involves the
transfer of the whole or any part of the undertaking or property of the Company, in accordance with
the terms and conditions of the Performance Rights.
If Resolution 9 is not passed, the Company will not be able to give benefits to Mr Craig McPherson
unless:
the Company obtains future Shareholder approval under section 200E of the Corporations Act
for the giving of the particular benefit or (if applicable) another exemption to the restriction in
section 200B of the Corporations Act applies; and
if applicable, the Company obtains future Shareholder approval under Listing Rule 10.19 or
those benefits along with termination benefits payable to all officers will not exceed the 5%
Threshold.
The Chair intends to vote all available proxies in favour of Resolutions 7 to 9 (inclusive).
8 Resolution 10 – Proposed issue of Shares to the Vendor pursuant to the Ardgour Station
Acquisition
8.1 Background
On 1 July 2025, the Company’s wholly owned subsidiary, Matakanui Gold Limited, entered into an
agreement with Bruce Duncan, Stuart Jolly and Linda Marie Jolly as trustees of the Ardgour Family
Trust (the Vendor) to acquire outright the Ardgour Station land, which has competing land uses over
part of the Bendigo-Opher Gold Project (the Ardgour Station Acquisition). The Ardgour Station
Acquisition extends to four land records of title covering 2,880 hectares of land (subject to survey)
including all irrigable lands, water rights and infrastructure.
Consideration of NZ$25 million in aggregate is payable in connection with the Ardgour Station
Acquisition. This includes NZ$5 million worth of Shares at an issue price equivalent to the 10-day
VWAP of Shares traded on both the ASX and New Zealand’s Stock Exchange prior to 1 July 2025
(being 8,464,534 Shares at a deemed issue price of NZ$0.5907 per Share) which, subject to
Shareholder approval, are to be issued at settlement together with payment of cash consideration of
NZ$18 million. A non-refundable deposit of NZ$2 million was also paid upon entry into the Ardgour
Station Acquisition.
Page | 24
The acquisition of the Ardgour Station land will result in the nullification of a 1% gross production
royalty over approximately half of the presently defined “Rise and Shine” (RAS) orebody and the RAS,
“Come-in-Time” and “Srex” (SRX) deposits down plunge potential.
The Ardgour Station Acquisition is subject to approval from the Overseas Investment Office of New
Zealand, and settlement is subject to the receipt of project consents under the Fast-track Approvals
Act 2024. The Company has the right to extend settlement if consents allowing a decision to mine and
other pre-conditions to the Ardgour Station Acquisition are not satisfied by 19 December 2025, in
which case interest will become payable at 2% p.a. on outstanding funds.
8.2 Listing Rules 7.1 and 7.2
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity
Securities that the Company can issue without the approval of its Shareholders over any 12-month
period to 15% of the Shares it had on issue at the start of that period.
The proposed issue of Shares pursuant to the Ardgour Station Acquisition does not fall within any of
the exceptions set out in Listing Rule 7.2. While the proposed issue of Shares does not exceed the
15% limit in Listing Rule 7.1 and can therefore be made without breaching 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 under Listing Rule 7.1. To do this, the Company is
asking Shareholders to approve the proposed issue of Shares pursuant to the Ardgour Station
Acquisition under Listing Rule 7.1 so that it does not use up any of the 15% limit on issuing Equity
Securities without Shareholder approval as set out in Listing Rule 7.1.
To this end, Resolution 10 seeks Shareholder approval to the proposed issue of securities under and
for the purposes of Listing Rule 7.1.
If Resolution 10 is passed:
the Ardgour Station Acquisition can proceed without using up any of the Company’s 15% limit
on issuing Equity Securities without Shareholder approval under Listing Rule 7.1;
the Company will issue 8,464,534 Shares to the Vendor;
if all outstanding conditions precedent to the Ardgour Station Acquisition are satisfied or
waived, the Company will acquire the Ardgour Station land; and
the total number of Shares on issue will increase from 831,339,461 to 839,803,995 and the
existing Shareholders holdings will be diluted by 1.01% on an undiluted basis
1
and 0.38% on a
fully diluted basis.
2
If Resolution 10 is not passed, the Vendors will become entitled to payment of a cash sum equal to:
NZ$5 million ×
the 10−day VWAP of Shares immediately prior to settlement
the 10−day VWAP of Shares prior to 1 July 2025
in lieu of the issue of Shares, where the 10-day VWAP of Shares is calculated with reference to
Shares traded on both the ASX and New Zealand’s Stock Exchange.
8.3 Information requirements – Listing Rule 7.3
The following information in relation to the Shares to be issued is provided to Shareholders for the
purposes of Listing Rule 7.3:
1
Based on there being 831,339,461 Shares on issue.
2
Based on there being 843,020,939 Equity Securities in the capital of the Company on issue.
Page | 25
the Shares will be issued to the Vendor;
the Company will issue 8,464,534 Shares;
the Shares will be fully paid ordinary shares in the capital of the Company and rank equally in
all respects with the existing fully paid ordinary shares on issue;
the Shares will be issued no later than 3 months after the date of the Meeting;
the Shares are being issued as part consideration for the Ardgour Station Acquisition;
no funds will be raised from the issue of Shares to the Vendor;
the material terms of the Ardgour Station Acquisition are set out above; and
a voting exclusion applies in respect of this Resolution as set out in the Notice of Meeting.
9 Resolution 11 – Renewal of proportional takeover provisions
9.1 Background
The Corporations Act permits a company to include in its constitution provisions (called takeover
approval provisions) requiring that a proportional or partial takeover offer (i.e. an offer for less than
100% of the shares but for the same proportion of each shareholder’s shares) be approved by a
majority of shareholders, before it may proceed. In effect, the approval of Resolution 11 will enable
the Company to refuse to register transfers of Shares acquired under a proportional takeover bid
unless that bid is approved by a majority of Shareholders.
The Company’s Constitution currently contains provisions dealing with proportional takeover bids.
9.2 Section 648G of the Corporations Act
The following information is provided pursuant to section 648G of the Corporations Act.
Operation of the proportional takeover provisions
If the proportional takeover provisions set out in clause 47 of the Company’s Constitution are
renewed, the registration of a transfer of Shares acquired under a proportional takeover offer
will be prohibited unless an approving resolution is passed by Shareholders in the Company in
the manner provided in clause 47.1 of the Company’s Constitution.
The proportional takeover provisions do not apply to a full takeover bid for all of the Shares of
the Company.
If the Company’s existing proportional takeover provisions are renewed and a proportional
takeover offer is subsequently made for Shares in the Company, the Directors must seek
Shareholder approval by a majority vote to register transfers of Shares under the proportional
takeover bid. The Shareholder approval can be obtained either at a general meeting of
Shareholders or by postal ballot, as decided by the Board.
In either case, those Shareholders who are entitled to vote at the general meeting or by postal
ballot are the Shareholders (other than the bidder and its associates) who are recorded on the
register of members of the Company at the end of the day on which the first of the takeover
offers under the proportional takeover bid is made.
The resolution must be voted on at least 14 days before the last day of the offer period under
the proportional takeover bid. The resolution will be passed if more than 50 percent of eligible
votes are cast in favour of the approval. If no such resolution has been voted on at least 14
Page | 26
days before the last day of the bid period, then a resolution to approve the registration of
transfers under the bid is taken to have been passed.
If the resolution is not passed by a majority of the Shares voted, then the offer will be deemed
to be withdrawn and registration of any transfer of Shares resulting from the offer will be
prohibited. Acceptances will be returned and any contracts formed by acceptance will be
rescinded. If the resolution is approved, transfers of Shares to the bidder will be registered
provided they comply with the other provisions of the Constitution.
If renewed, clause 47 of the Company’s Constitution will have effect for a three year period
commencing on 19 November 2025.
Current acquisition proposals
As at the date of this Notice of Meeting, none of the Directors of the Company are aware of a
proposal by a person to acquire, or to increase the extent of, a substantial interest in the
Company.
Advantages of proportional takeover provisions to Shareholders
Potential advantages to Shareholders of the renewal of proportional takeover provisions in the
Company’s Constitution are set out below:
(i) The takeover approval provisions may enable Shareholders to act together and so avoid
the coercion of Shareholders that might otherwise arise where they believe a partial offer
is inadequate, but nevertheless accept through concern that a significant number of other
Shareholders will accept.
(ii) The takeover approval provisions may provide Shareholders with protection against
being coerced into accepting a partial bid at a high premium where the bidder indicates
its intention to mount a subsequent bid for the remaining shares at a much reduced
price. This puts pressure on Shareholders to accept the initial bid in order to maximise
their returns.
(iii) If a partial bid is made, the takeover approval provisions may make it more probable that
a bidder will set its offer price at a level that will be attractive to at least a majority of
Shareholders.
(iv) The body of Shareholders may more effectively advise and guide the Directors’ response
to a partial bid, and knowing the view of the majority of Shareholders may assist
individual Shareholders to assess the likely outcome of the proportional bid and decide
whether or not to accept an offer under the bid.
(v) The takeover approval provisions may make it more probable that any takeover offer will
be a full bid for the whole shareholding of each Shareholder, so that Shareholders may
have the opportunity of disposing of all their Shares rather than only a proportion.
Disadvantages of the proportional takeover provisions to Shareholders
Potential disadvantages to Shareholders of the renewal of proportional takeover provisions in
the Company’s Constitution are set out below:
(i) By placing obstacles in the way of partial offers, the proposal may tend to discourage
partial offers, thus reducing the opportunity for Shareholders to sell a portion of their
holding.
Page | 27
(ii) It is possible that the existence of the takeover approval provisions might have an
adverse effect on the market value of the Company’s Shares by making a partial offer
less likely thus reducing any takeover speculation element in the Share price.
(iii) An individual Shareholder who wishes to accept a proportional offer will be unable to sell
to the bidder unless a majority of Shareholders favour the proportional takeover scheme
(which may be viewed as an additional restriction on the ability of individual Shareholders
to deal freely in their Shares).
(iv) If a proportional takeover offer is made, the Company will incur the cost of either calling a
meeting of Shareholders or conducting a postal ballot.
Advantages and disadvantages of the proportional takeover provisions for the Directors
Potential advantages and disadvantages to the Directors of the renewal of proportional
takeover provisions in the Company’s Constitution are set out below:
(i) If the Directors consider that a proportional bid should be opposed, they will be assisted
in preventing the bidder from securing control of the Company as the bidder will need a
majority of votes to be cast in its favour by the independent Shareholders, before the
bidder can succeed.
(ii) On the other hand, under the takeover approval provisions, if a proportional takeover
offer is received, the Directors must call a meeting or conduct a postal ballot to seek the
Shareholders’ views. They must do so even if the Directors believe that the offer should
be accepted.
(iii) At present, it is only the Directors who express any formal view on the adequacy or
otherwise of a takeover bid, on behalf of the Company. Under the takeover approval
provisions the most effective view on a proportional bid will become the view expressed
by the vote of the Shareholders themselves, at the meeting or through the postal ballot.
(iv) The takeover approval provisions may make it easier for the Directors to discharge their
fiduciary and statutory duties as directors in the event of a proportional takeover bid.
Reasons for proposing the Resolution
Having considered the advantages and disadvantages to Shareholders and the Directors, the
Directors have decided to put this Resolution to Shareholders, to give Shareholders an
opportunity to take advantage of the protections which the takeover approval provisions offer, if
a proportional takeover offer is made.
Page | 28
GLOSSARY
$ means Australian dollars.
5% Threshold has the meaning set out in
paragraph 7.4.
Accounting Standards has the meaning
given to that term in the Corporations Act.
Annual Report means the annual report of the
Company for the year ended 30 June 2025.
Ardgour Station Acquisition has the
meaning set out in paragraph 8.1.
Associate has the meaning given to that term
in the Listing Rules.
ASX means ASX Limited ABN 98 008 624 691
and, where the context permits, the Australian
Securities Exchange operated by ASX Limited.
Auditor means the Company’s auditor from
time to time (if any).
Auditor’s Report means the report of the
Auditor contained in the Annual Report for the
year ended 30 June 2025.
Australian Register means the register of
members of the Company maintained in
Australia.
AWST means western standard time as
recognised in Perth, Western Australia.
Board means the Directors.
Chair or Chairman means the individual
elected to chair any meeting of the Company
from time to time.
Change of Control Event has the meaning
set out in Annexure A.
Closely Related Party has the meaning given
to that term in the Corporations Act.
Company means Santana Minerals Limited
ABN 37 161 946 989.
Constitution means the Company's
constitution, as amended from time to time.
Corporations Act means the Corporations Act
2001 (Cth).
Directors means the directors of the
Company.
Eligible Participants has the meaning set out
in paragraph 5.1.
Equity Securities has the meaning given to
that term in the Listing Rules.
Explanatory Memorandum means the
explanatory memorandum accompanying this
Notice.
Group means the Company and its associated
bodies corporate.
Incentives has the meaning set out in
paragraph 5.1.
Invitation has the meaning set out in
Annexure A.
Key Management Personnel has the
meaning given to that term in the Accounting
Standards.
Listing Rules means the ASX Listing Rules.
Meeting means the Annual General Meeting
convened by the Notice.
New Zealand Register means the register of
members of the Company maintained in New
Zealand.
Notice means this Notice of Annual General
Meeting.
Notice of Meeting means this Notice of
Annual General Meeting.
NZ$ means New Zealand dollars.
NZDT means New Zealand daylight time as
recognised in Auckland, New Zealand.
Option means an option to acquire a Share.
Participant has the meaning set out in
Annexure A.
Performance Right means a right to acquire a
Share on the achievement of specified criteria.
Placement has the meaning set out in
paragraph 4.1.
Plan has the meaning set out in paragraph
5.1.
Proxy Form means the proxy form
accompanying the Notice by way of email
where the Shareholder has elected to receive
notices by email, or the personalised proxy
form accompanying the postcard circulated by
way of post where the Shareholder has not
elected to receive notices by email.
Remuneration Report means the
remuneration report set out in the Annual
Report for the year ended 30 June 2025.
Resolution means a resolution contained in
the Notice.
Restricted Voter means Key Management
Personnel and their Closely Related Parties as
at the date of the Meeting.
Shareholder means a member of the
Company from time to time.
Shares means fully paid ordinary shares in the
capital of the Company.
Spill Meeting has the meaning set out in
paragraph 2.1.
Spill Resolution has the meaning set out in
paragraph 2.1.
page | 29
Trading Day means a day determined by ASX
to be a trading day in accordance with the
Listing Rules.
Vendor has the meaning set out in paragraph
8.1.
VWAP means volume weighted average price.
Page | 30
Annexure A – Summary of the terms of the Employee Incentive Securities Plan
(a) Eligibility: The Board may (in its absolute discretion) provide an offer to an Eligible Participant
of the Company or an associated body corporate to participate in the Plan (Invitation). Where
such person (or a nominated party of such person) accepts the Invitation, he or she will become
a participant under the Plan (Participant).
(b) Issue cap: Invitations made under the Plan which require the payment of monetary
consideration by the Participant in respect of the issue, transfer or exercise of an Option or
Performance Right are subject to an issue cap of 5% of the number of Shares on issue (as
adjusted or increased as permitted by law and under the Constitution from time to time).
(c) Invitation: The Board may make an Invitation at any time. Where an Invitation is made under
the Plan which requires the payment of monetary consideration by the Participant in respect of
the issue, transfer or exercise of an Option or Performance Right then, subject to limited
exceptions, the Invitation must include the following information:
(i) the name and address of the person to whom the Invitation is being made to;
(ii) the date of the Invitation;
(iii) the first acceptance date (which must be at least 14 days after receiving the Invitation)
and the final acceptance date that the person can accept the Invitation;
(iv) the number of Options or Performance Rights being offered and the maximum number
which can be applied for;
(v) the amount payable per Option or Performance Right by the person on application for the
Options or Performance Rights offered (if any), or the manner of determining such
amount payable;
(vi) the conditions (if any) determined by the Board which are required to be satisfied,
reached and met before an Option or Performance Right will be issued, and whether not
it is issued subject to further vesting conditions;
(vii) the vesting conditions attaching to the Options or Performance Rights (if applicable);
(viii) the first exercise date and last exercise date of the Options or Performance Rights;
(ix) the exercise price (if any) or the manner of determining the exercise price of the Options
or Performance Rights;
(x) the vesting period (if any) of the Options or Performance Rights;
(xi) any other specific terms and conditions applicable to the Invitation;
(xii) to the extent required by applicable law:
(A) general information about the risks of acquiring and holding the Options or
Performance Rights (and underlying Shares) the subject of the Invitation;
(B) an explanation of how an Eligible Participant could, from time to time, ascertain the
market price of the Shares underlying the Options or Performance Rights;
(C) the terms of any loan or contribution plan under which an Eligible Participant may
obtain Options or Performance Rights, or a summary of the terms of the loan
together with a statement that the Participant can request a copy of the terms;
page | 31
(D) the trust deed of any trust that will hold Options or Performance Rights on trust for
an Eligible Participant, or a summary of the terms of the trust deed together with a
statement that the Participant can request a copy of the trust deed;
(E) a copy of any disclosure document prepared by the Company under Part 6D.2 of
the Corporations Act in the 12 months before the date of the Invitation;
(F) a copy of the Plan; and
(G) any other information required by applicable laws; and
(xiii) a prominent statement to the effect that:
(A) any advice given by the Company in relation to Options or Performance Rights
issued under the Plan, and Shares issued upon exercise of the Options or
Performance Rights, does not take into account an Eligible Participant’s objectives,
financial situation and needs; and
(B) the Eligible Participant should obtain their own financial product advice in relation
to the Invitation from a person who is licensed by ASIC to give such advice.
(d) Terms of Invitation: The terms and conditions applicable to an Invitation, and any
accompanying document, must not include any misleading or deceptive statements, or omit any
information that would result in those materials becoming misleading or deceptive. The
Company must provide the Participant with an updated Invitation as soon as practicable after
becoming aware that the document that was provided has become out of date, or is otherwise
not correct, in a material respect.
(e) Issue Price: The issue price (if any) in respect of the Options or Performance Rights granted
under the Plan is as determined by the Board at its discretion.
(f) Nominees: An Eligible Participant may, if expressly permitted in the Invitation, by notice in
writing to the Board and subject to applicable laws, nominate another party in whose favour the
Eligible Participant wishes the Options or Performance Rights to be issued. The nominated
party may be an immediate family member of the Eligible Participant, a corporate trustee of a
self-managed superannuation fund where the Eligible Participant is a director of the trustee or a
company controlled by the Eligible Participant or an immediate family member of the Eligible
Participant. The Board may, in its sole and absolute discretion, decide not to permit the Options
or Performance Rights to be issued to a nominated party.
(g) Dealing: Options or Performance Rights may not be sold, assigned, transferred or otherwise
dealt with except on the death of the Participant in limited circumstances or with the prior
consent of the Board.
(h) Vesting: An Option or Performance Right that is subject to vesting conditions will vest when the
Participant receives a vesting notice from the Company confirming that the vesting conditions
attaching to the Options or Performance Rights are met or waived. The Board may, in its sole
and absolute discretion, and subject to the Listing Rules, adjust, vary or waive the terms of
exercise of an Option or Performance Right (including any vesting conditions), and/or determine
that an unvested Option or Performance Right will immediately vest and become immediately
exercisable upon a “Change of Control Event”, being:
(i) a change in control (as defined in the Corporations Act) of the Company;
(ii) where members of the Company approve any compromise or arrangement for the
purpose of, or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with any other body corporate or bodies corporate (other than a scheme
that does not involve a change in the ultimate beneficial ownership of the Company),
page | 32
which will, upon becoming effective, result in any person (either alone or together with its
Associates) having voting power (as defined in the Corporations Act) of more than fifty
per cent (50%) in the Company;
(iii) where a person becomes the legal or the beneficial owner of, or has a relevant interest
(as defined in the Corporations Act) in, more than fifty per cent (50%) of the Shares on
issue;
(iv) where a person becomes entitled to acquire, hold or has an equitable interest in more
than fifty per cent (50%) of the Shares on issue;
(v) where a takeover bid (as defined in the Corporations Act) is made for Shares and the
takeover bid is or is declared unconditional; or
(vi) where any member of the Group enters into agreements to sell in aggregate a majority in
value of the businesses or assets (whether or not in the form of shares in a Group
member) of the Group to a person, or a number of persons, none of which are members
of the Group.
(i) Exercise of Option or Performance Right: Upon receiving a vesting notice with respect to
their Options or Performance Rights (if applicable), a Participant may exercise those Options or
Performance Rights by delivery to the Company Secretary of the certificate for the Options or
Performance Rights (if any), a signed notice of exercise and payment equal to the exercise
price (if any) for the number of Options or Performance Rights sought to be exercised.
(j) Lapse of Option or Performance Right: Unless otherwise determined by the Board, an Option
or Performance Right will not vest and will lapse on the earlier of:
(i) the Board determining that the vesting conditions attaching to the Option or Performance
Right have not been met or cannot be met by the relevant date;
(ii) the day immediately following the last exercise date; or
(iii) with respect of unvested Options or Performance Rights, the date the Participant ceases
employment, engagement or office with the Company, subject to certain exceptions.
(k) Issue of Shares on vesting of Options or Performance Rights: Following exercise of the
Options or Performance Rights, the Company will, subject to the terms of the Company’s
relevant policies, issue or transfer Shares to that Participant and apply for official quotation or
listing of those Shares on the ASX if applicable. Unless and until the Options or Performance
Rights have been exercised and the relevant Shares issued to that Participant as a result of that
exercise, a Participant has no right or interest in those Shares.
(l) Ranking of Shares: Shares issued upon exercise of the Options or Performance Rights will
rank equally in all respects with existing Shares, except for entitlements which had a record
date before the date of the issue of that Share.
(m) Adjustment of Options or Performance Rights: If, prior to the vesting of an Option or
Performance Right, there is a reorganisation of the issued share capital of the Company
(including a consolidation, sub-division or reduction of capital or return of capital to
Shareholders), the number of Options or Performance Rights to which a Participant is entitled
will be adjusted in a manner required by the Listing Rules.
(n) Clawback: If the Board determines that:
(i) a Participant (or Eligible Participant who has nominated another party to receive the
Options or Performance Rights) at any time has:
page | 33
(A) dealt with the Options or Performance Rights without the consent of the Board and
otherwise in breach of the Plan;
(B) acted fraudulently, negligently or dishonestly;
(C) acted in contravention of a Group policy;
(D) wilfully breached their duties to the Group, including but not limited to breaching a
material term of their employment, engagement or consultancy; or
(E) become insolvent, under administration or wound up, had receiver appointed to
any part of its property, or is otherwise unable to pay its debts when they fall due,
then the Board may determine that any Options or Performance Rights held by the
Participant will be forfeited; and
(ii) there has been a material misstatement in the Company’s financial statements or some
other event has occurred which, as a result, means that the relevant vesting conditions (if
any) to an Option or Performance Right which has vested were not, or should not have
been determined to have been satisfied, then the Participant shall cease to be entitled to
those vested Options or Performance Rights and the Board may:
(A) by written notice to the Participant cancel the relevant Options or Performance
Rights for no consideration or determine that the relevant Shares are forfeited;
(B) by written notice to the Participant require that the Participant pay to the Company
the after tax value of the relevant Options or Performance Rights, with such
payment to be made within 30 Business Days of receipt of such notice; or
(C) adjust fixed remuneration, incentives or participation in the Plan of a relevant
Participant in the current year or any future year to take account of the after tax
value of the relevant Options or Performance Rights.
(o) Amendments to the Plan: Subject to and in accordance with the Listing Rules, the Board may
amend any provision of the Plan (without the necessity of obtaining the prior or subsequent
consent or approval of Shareholders of the Company), provided that rights or entitlements in
respect of any Option, Performance Right or Share granted before the date of the amendment
shall not be reduced or adversely affected without the prior written consent of the Participant
affected by the amendment.
Page | 34
Annexure B – Summary of the terms of the Performance Rights
The key terms of Performance Rights proposed to be issued to Mr Damian Spring or his nominee(s)
(under Resolution 5), Mr Sam Smith or his nominee(s) (under Resolution 6) and Mr Craig McPherson
or his nominee(s) are set out below (and are otherwise governed by the terms of the Plan):
(a) Entitlement: Each Performance Right entitles the holder to one Share on its exercise.
(b) Issue price: Nil.
(c) Exercise price: Nil.
(d) Vesting conditions: The Performance Rights will vest in the proportions and subject to the
achievement or waiver of the vesting conditions set out below.
Proportion of
Performance Rights
Vesting conditions
50%
(Tranche 1)
1. The VWAP of Shares across any 10 sequential trading days
between the issue date and the measurement date (inclusive),
rounded to the nearest $0.001, is at least $1.20 per Share.
and
2. The holder remaining employed by the Company from the
issue date until the measurement date.
50%
(Tranche 2)
1. Production commencing at the Bendigo-Opher Gold Project
and the Company completing its first gold pour.
and
2. The holder remaining employed by the Company from the
issue date until the measurement date.
(e) Vesting: Vesting of the Performance Rights will be assessed as at the measurement date of 30
November 2027. Subject to paragraphs Error! Reference source not found. and Error!
Reference source not found., Performance Rights will vest when the holder receives a vesting
notice from the Company confirming that the vesting conditions above have been satisfied or
waived, or as otherwise provided in the Awards Plan. Vested Performance Rights may be
exercised into Shares any time up to the expiry date below.
(f) Expiry date: Any unexercised Performance Rights lapse at 5:00pm (AEST) on the expiry date
of 31 December 2027.
(g) Transferability: The Performance Rights are not transferable (and consequently, will not be
quoted on ASX or any other exchange).
(h) Shares on exercise: Shares issued on the exercise of vested Performance Sights will rank pari
passu with the then issued Shares. The Company will apply for Shares issued upon the
exercise of any Performance Rights to be quoted on ASX (or another applicable securities
exchange).
(i) Rights: The Performance Rights do not:
(i) carry any voting rights in the Company, except as required by law;
page | 35
(ii) entitle the holder to any dividends;
(iii) confer any right to a return of capital, whether in a winding up, upon a reduction of capital
or otherwise;
(iv) confer any right to participate in the surplus profits or assets of the Company upon
winding up of the Company; or
(v) confer the right to participate in new issues of securities such as bonus issues or
entitlement issues,
unless and until the applicable vesting conditions are met (or waived) and the Performance
Rights are exercised and converted into Shares.
(j) Re-organisations: In the event of any re-organisation (including reconstruction, consolidation,
subdivision, reduction or return of capital) of the issued capital of the Company, the
Performance Rights will be re-organised as required by the Listing Rules, but in all other
respects the terms of exercise will remain unchanged.
(k) Plan: The terms of the Plan (as summarised in Annexure A) apply to the Performance Rights.
To the extent of any inconsistency between the terms of the Performance Rights and the terms
of the Plan, the terms of the Performance Rights prevail.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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