MKR

Appendix 3G for the Issue of Convertible Loan Agreements

Insider Disclosure29 October 2025MKRMaterials

ASX Announcement
29 October 2025


ASX: MKR





Manuka Resources Limited - Level 4 Grafton Bond Building, 201 Kent St Sydney NSW Australia 2000

ABN 80 611 963 225 Tel 02- 7253 2020 www.manukaresources.com.au


Appendix 3G for the Issue of Convertible Loan Agreements


Manuka Resources Limited (ASX: MKR, NZX: MKR) (Manuka or the Company) will be lodging an

Appendix 3G on 29 October 2025 in relation to the issue of nine (9) Convertible Loan Agreements.


The Convertible Loan Agreements were executed between 24 September and 30 October 2024 and

should have been notified to the ASX at that time. The Company is now lodging the Appendix 3G to

rectify this administrative oversight.


A summary of the material terms are detailed below:


Face value per Note Various for an aggregate total of $509,400

Issue date Between 24 September 2024 and 30 October 2024

Maturity date 15 December 2025

Interest rate 15% per annum

Underlying Terms The Lender will lend the Loan Amount to the

Borrower, and be entitled to nominate one of the

following ro complete the transaction:

• Full repayment of the Loan Amount plus

interest, or

• Conversion of the Loan Amount plus interest

into shares at 4,3 cents per share plus two free

6 cent options on or before 15 May 2026 for

every share converted, or

• In the event the Lender raises equity during the

term of this Convertible Loan on terms deemed

by the Lender to be more favourable, the

Lender will be entitled to have those terms

applied to the Conversion of the Loan Amount

plus interest.

Conversion price $0.043 per Share

Purpose of funds raised Working capital and care and maintenance

programs

Status of issue Convertible Loans remain on issue as at the date

of this Notice


Subject to Shareholder approval, which is being sought at the forthcoming Annual General Meeting, the

Company will issue an aggregate of up to:


(a) 13,913,199 Shares at a deemed issue price of $0.043 on conversion of the principal balance and

accrued interest; and


(b) 27,826,398 Options each of which is exercisable at $0.06 at any time on or before 5.00pm

(Sydney time) on 15 May 2026 into a Share.


Upon conversion of the Convertible Loan Agreements.


No further securities have been issued other than those disclosed in the accompanying Appendix 3G.


Manuka’s Executive Chairman has provided his approval for release.


For further information contact:


Dennis Karp

Executive Chairman

Tel. +61 2 7253 2020

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Announcement Summary

Entity name

MANUKA RESOURCES LTD.

Date of this announcement

Wednesday October 29, 2025

The +securities the subject of this notification are:

Total number of +securities to be issued/transferred

ASX +security

codeSecurity description

Total number of

+securities to be

issued/transferredIssue date

New class - code

to be confirmed

Convertible Loans930/10/2024

Refer to next page for full details of the announcement

Other

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Part 1 - Entity and announcement details

1.1 Name of entity

MANUKA RESOURCES LTD.

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

611963225

1.3 ASX issuer code

MKR

1.4 The announcement is

1.5 Date of this announcement

29/10/2025

New announcement

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

Please specify

9 Convertible Loans issued under Convertible Loan Agreements

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and

which:

does not have an existing ASX security code ("new class")

Other

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Part 3C - number and type of +securities the subject of this notification (new class)

New +securities

ASX +security code

New class - code to be confirmed

+Security description

Convertible Loans

+Security type

+Convertible debt securities

ISIN code


Date the +securities the subject of this notification were issued

30/10/2024

Will all the +securities issued in this class rank equally in all respects from their issue date?

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under

listing rule 6.1?

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being

issued.

Notice of 2025 Annual General Meeting

https://manukaresources.com.au/announcements

+Convertible debt securities Details

Type of +security

Convertible note or bond

+Security currency

AUD - Australian Dollar

Face value

AUD 56,600.00000000

Interest rate type

Fixed rate

Frequency of coupon/interest payments per year

Annual

First interest payment date

15/12/2025

Interest rate per annum

15.00 %

Is the interest rate per annum estimated at this time?

s128F of the Income Tax Assessment Act status applicable to the +security

Not applicable

Is the +security perpetual (i.e. no maturity)?Maturity date

15/12/2025

Select other feature(s) applicable to the +security

Is there a first trigger date on which a right of conversion, redemption, call

or put can be exercised (whichever is first)?

Details of the existing class of +security that will be issued if the securities are converted, transformed or

exchanged

No

None of the above

No

No

Yes

Yes

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exchanged

Other

Description

(a) 13,913,199 Shares at a deemed issue price of $0.043

(b) 27,826,398 Options each of which is exercisable at $0.06 at any time on or before 5.00pm (Sydney time) on 15

May 2026.

Any other information the entity wishes to provide about the +securities the subject of this notification

Each Convertible Loan is convertible into ordinary shares in the Company at a conversion price of $0.043 per share. Upon

conversion, the holder will also receive two options for every share issued, exercisable at $0.06 and expiring 15 May

2026.

Please provide any further information needed to understand the circumstances in which you are notifying the

issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to

the market in an Appendix 3B

Ordinarily Exception 16 of Listing Rule 7.1 would apply; however, as the Convertible Loan Agreements were not

announced at the time and the material terms not disclosed, the Company cannot rely on that exception and is seeking

shareholder approval.

Issue details

Number of +securities

9

Were the +securities issued for a cash consideration?

In what currency was the cash consideration being

paid?

AUD - Australian Dollar

What was the issue price per +security?

AUD 56,600.00000000

Purpose of the issue

To raise additional working capital

Yes

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of

the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if

other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

ASX +security code and description

Total number of

+securities on issue

MKR : ORDINARY FULLY PAID1,106,825,880

4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)

ASX +security code and description

Total number of

+securities on issue

MKRAP : OPTION EXPIRING 16-DEC-2025 EX $0.1719,571,419

MKRAX : OPTION EXPIRING 24-JAN-2026 EX $0.08345,000,000

MKRAAD : OPTION EXPIRING 31-MAY-2026 EX $0.0625,000,000

MKRAW : OPTION EXPIRING 31-DEC-2025 EX $0.1025,757,575

MKRAV : OPTION EXPIRING 17-NOV-2025 EX $0.05043,000,000

MKRAAC : CONVERTIBLE NOTES3,650,000

MKRAAG : OPTION EXPIRING 07-AUG-2028 EX $0.1040,000,000

MKRAY : OPTION EXPIRING 31-MAR-2026 EX $0.08215,000,000

MKRAAE : OPTION EXPIRING 29-MAY-2026 EX $0.061,000,000

MKRAAA : OPTION EXPIRING 03-APR-2027 EX $0.1075,000,000

MKRAZ : OPTION EXPIRING 15-MAY-2026 EX $0.06106,441,054

MKRAAB : OPTION EXPIRING 30-JUN-2026 EX $0.04115,000,000

New class - code to be confirmed : Convertible Loans9

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue

did not need any security holder approval under Listing Rule 7.1?

5.1a Select the number of the applicable exception in Listing Rule 7.2

16

Yes

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