MKR

Supplement to Notice of Annual General Meeting

AGM6 November 2025MKRMaterials

Manuka Resources Limited - Level 4 Grafton Bond Building, 201 Kent St Sydney NSW Australia 2000
ABN 80 611 963 225 tel +612 7253 2020 www.manukaresources.com.au

ASX Announcement

6 November 2025


ASX: MKR





Supplement to Notice of Annual General Meeting


The Board of Directors of Manuka Resources Limited (ASX: MKR), (NZX: MKR) (the Company) advises

Shareholders that a Supplement to Notice of Annual General Meeting (Supplement Notice) has been

issued today.


The Supplement Notice provides additional information to the original Notice of Meeting dated 30 October

2025, for the inclusion of two (2) additional resolutions relating to the issue of securities as part of the

debt restructuring announced on 30 October 2025.


Access to Meeting Documents

Shareholders may access the Supplement Notice of Meeting and all related meeting materials, including

the original Notice of Meeting; Explanatory Memorandum; Proxy Form; and other supporting documents

via the following methods:


• Online at the Company’s website: https://manukaresources.com.au/announcements


• Online from ASX announcements website: https://www.asx.com.au/markets/company/mkr


• By contacting the Company on +61 2 7253 2020


Voting

Shareholders are encouraged to vote online at https://investor.automic.com.au/#/loginsah or return

the completed Proxy Form to Automic, GPO Box 5193, Sydney NSW 2001 or by email

meetings@automicgroup.com.au


Proxy voting instructions must be received by 11.00am (AEDT), 1.00pm (NZDT) on Tuesday, 25

November 2025. Proxy Forms received later than this time will be invalid.


Voting Instructions

Please note the following regarding voting arrangements:


• Votes already submitted in respect of the resolutions contained in the original Notice

of Meeting remain valid and will stand.


• Shareholders who have already cast their votes do not need to resubmit their votes

for those original resolutions.


• However, shareholders are requested to vote only on the additional resolution(s)

introduced in this Supplement Notice.


• Proxy Forms and online voting facilities have been updated to include the additional

resolution(s).


This announcement has been approved for release by the Manuka Board.


For further information contact:


Dennis Karp

Executive Chairman

Tel. +61 2 7253 2020





MANUKA RESOURCES LIMITED

ACN 611 963 225




SUPPLEMENT TO NOTICE OF ANNUAL

GENERAL MEETING




The 2025 annual general meeting of Manuka Resources Limited will

be held on Level 4 of the Grafton Bond Building, 201 Kent Street,

Sydney at 11am (Sydney time) on Thursday, 27 November 2025.


This document (Supplement) is a supplement to the Notice of

Meeting and Explanatory Memorandum dated 30 October 2025 sent

to Shareholders on that date.


An updated Proxy Form accompanies this Supplement.





This Supplement should be read carefully and in its entirety. If a Shareholder is in any doubt

as to how they should vote on the Resolutions included in this Supplement, they should

seek advice from their solicitor, accountant or other independent professional adviser prior

to voting.

Should you wish to discuss any matter set out in this Supplement (or in the Notice of Meeting

and/or in the Explanatory Memorandum), please contact the Company's Company

Secretary, Ms Eryn Kestel by telephone on 02 7253 2020 during business hours (Sydney

time) or by email at admin@manukaresources.com.au.

Shareholders are urged to vote either in person by attending the Meeting or by

submitting the updated Proxy Form attached to (or accompanying) this Supplement.



Supplement to Notice of Meeting

AGENDA

RESOLUTION 21 – APPROVAL OF PROPOSED ISSUED OF SHARES

To consider and, if thought fit to pass, with or without amendment, the following Resolution as

an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve

the proposed issue by the Company of 85,733,333 Shares (each of which is proposed to be

issued at a deemed issue price of A$0.075 per share) to Tennant Metals South Africa

Proprietary Limited or its nominee in consideration for the extinguishment of A$6,430,000 of

existing debt owed by the Company to Tennant Metals South Africa Proprietary Limited on the

terms set out in the Explanatory Memorandum."

RESOLUTION 22 – APPROVAL OF PROPOSED ISSUED OF WARRANTS

To consider and, if thought fit to pass, with or without amendment, the following Resolution as

an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve

the proposed issue by the Company of 22,500,000 Warrants (each of which is proposed to be

issued for nil cash consideration) to Tennant Metals South Africa Proprietary Limited or its

nominee in consideration for Tennant Metals South Africa Proprietary Limited's entry into the

Restructuring Agreement on the terms set out in the Explanatory Memorandum."

VOTING EXCLUSION STATEMENT AND EXCEPTION

Resolution Voting Exclusion Statement / Exception

Resolutions 21

and 22 (voting

exclusions)

The Company will disregard any votes cast in favour of Resolutions

21 and 22 by or on behalf of Tennant Metals South Africa Proprietary

Limited, or by or on behalf of any person who will obtain a material

benefit as a result of the proposed issue of Shares and/or Warrants

(except a benefit solely by reason of being a holder of Shares) the

subject of these Resolutions and/or by or on behalf of an Associate of

any such person.

Resolutions 21

and 22

(exceptions)

The Company need not disregard a vote cast in favour of either of

Resolutions 21 or 22 if:

• it is cast by a person as a proxy or attorney for a person who is

entitled to vote on the (relevant) Resolution, in accordance with

directions given to the proxy or attorney to vote on the (relevant)

Resolution in that way; or

• it is cast by the Chairperson as proxy or attorney for a person

who is entitled to vote on the (relevant) Resolution, in accordance

with a direction given to the Chairperson to vote on the (relevant)

Resolution as the Chairperson decides; or



• it is cast by a holder acting solely in a nominee, trustee, custodial

or other fiduciary capacity on behalf of a beneficiary provided the

following conditions are met:

o 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

(relevant) Resolution; and

o the holder votes on the (relevant) Resolution in accordance

with directions given by the beneficiary to the holder to vote

in that way (i.e. as directed).

By order of the Board


Eryn Kestel

Company Secretary

Dated: 5 November 2025



Supplement to Explanatory Memorandum

INTRODUCTION

This Supplement has been prepared for the information of Shareholders in connection with

the business to be conducted at the Meeting to be held on Level 4, Grafton Bond Building,

201 Kent Street, Sydney at 11am (Sydney time) on Thursday, 27 November 2025.

This Supplement supplements the Notice of Meeting and Explanatory Memorandum and

should be read carefully and in its entirety. This Supplement sets out all relevant information

relating to Resolutions 21 and 22.

Unless otherwise defined in this Supplement, capitalised words and terms used in this

Supplement have the meanings given to them in the Notice of Meeting and Explanatory

Memorandum dated 30 October 2025.

An updated Proxy Form accompanies this Supplement.

Resolutions 21 and 22

APPROVAL OF PROPOSED ISSUE OF SHARES AND WARRANTS TO TENNANT

METALS SOUTH AFRICA PROPRIETARY LIMITED

Background Information

On 30 October 2025, the Company announced to the market that it had entered into a binding

debt restructuring agreement (Restructuring Agreement

1

) with Tennant Metals South Africa

Proprietary Limited (TMSA). Pursuant to the terms of the Restructuring Agreement, the parties

have agreed to restructure approximately US$10,950,000 in existing debt owed by the

Company to TMSA

2

.

Under the Restructuring Agreement, the Company and TMSA have, amongst other matters,

agreed:

• to extinguish A$6,430,000 (equivalent to approximately US$3,950,000) in existing debt

owed by the Company to TMSA by converting that amount into Shares at the deemed

issue price of A$0.075 per share

3

;

• that approximately US$3,000,000 of the existing debt owed by the Company to TMSA will

be restructured into a second ranking term facility, with a tenor of 2 years and an interest

rate of 14% per annum; and

• that approximately US$4,000,000 of the existing debt owed by the Company to TMSA will

be repaid out of the Company's existing cash reserves and restructured into a redraw

facility

4

, with any amounts actually redrawn having a tenor of 2 years and an interest rate

of 14% per annum.


1

A summary of the material terms of the Restructuring Agreement is set out in Schedule G.

2

The existing facility is a trade finance stockpile facility pursuant to which the Company currently owes

TMSA approximately US$10,950,000.

3

The issue of Shares and Warrants by the Company to TMSA is subject to the receipt of Shareholder

approval at the Meeting.

4

The new redraw facility can only be redrawn with the consent of the lender.



Furthermore, and in consideration for TMSA's entry into the Restructuring Agreement, the

Company has also agreed to:

• issue TMSA (or its nominee) with 22,500,000 warrants, the key terms of which are set out

in Schedule H (each, a Warrant); and

• pay TMSA a 2% refinancing fee of up to approximately US$60,000 (which amount is to

be paid by the Company on the Maturity Date).

The issue of Shares and Warrants by the Company to TMSA is subject to the receipt of

Shareholder approval at the Meeting.

Technical Information Required by Listing Rule 7.3

The Company is, subject to the receipt of Shareholder approval under Listing Rule 7.1,

proposing to issue 85,733,333 Shares and 22,500,000 Warrants to TMSA.

Because the Company has utilised all of its available placement capacity under Listing Rule

7.1 during the last 12 months, the Company relied on Exception 17 in Listing Rule 7.2 to permit

it to enter into the Restructuring Agreement and to agree to issue the Shares and Warrants

the subject of this Resolution without breaching the 15% limit in Listing Rule 7.1.

Broadly speaking, and subject to a limited number of exceptions set out in Listing Rule 7.2,

Listing Rule 7.1 limits the number of equity securities that a listed company can issue without

the approval of its shareholders over any 12-month period to 15% of the total number of fully

paid ordinary shares it had on issue at the start of that 12-month period.

The agreement to issue 85,733,333 Shares and 22,500,000 Warrants to TMSA under the

Restructuring Agreement does not fit within any of the exceptions in Listing Rule 7.2 (other

than Exception 17 in Listing Rule 7.2 – which exception allowed the Company to enter into the

Restructuring Agreement, provided the proposed issue of Shares and Warrants to TMSA was

contingent on the receipt of Shareholder approval) and in any event their issue (or the

agreement to issue them) would result in the Company exceeding the 15% limit in Listing Rule

7.1. The proposed issue of the Shares and Warrants therefore requires Shareholder approval

under Listing Rule 7.1.

Accordingly, Resolutions 21 and 22 seek Shareholder approval under and for the purposes of

Listing Rule 7.1 to the extent necessary to permit the Company to issue the Shares and

Warrants, respectively to TMSA.

If Resolutions 21 and 22 are passed, the proposed issue of Shares and Warrants by the

Company to TMSA will be able to proceed in the manner described and will be excluded from

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 under Listing Rule 7.1.

Since the Company relied on Exception 17 to Listing Rule 7.2 to enter into the Restructuring

Agreement, if Resolutions 21 and 22 are not passed, the proposed issue of Shares and

Warrants by the Company to TMSA will not be able to proceed and the Company will need to

consider alternative approaches to the restructuring of the outstanding debt that is currently

due and payable to TMSA.



Further information in relation to Resolution 21 is set out below:

Listing Rule Required Disclosure

Listing Rule 7.3.1 The Shares the subject of Resolution 21 are proposed to be issued to

Tennant Metals South Africa Proprietary Limited or its nominee.

Confirmatory statement

TMSA is not a Related Party of the Company, a member of the

Company's Key Management Personnel, a substantial (i.e. 10% or

more) holder of the Company's shares, an adviser to the Company or

an Associate of any such person.

If Resolution 21 is passed, TMSA will however be issued with more

than 1% of the Company's issued share capital.

Listing Rule 7.3.2 The Company is proposing to issue a total of 85,733,333 Shares to

TMSA.

Listing Rule 7.3.3 N/A (i.e. as the Shares the subject of this Resolution are fully paid

ordinary shares in the equity capital of the Company).

Listing Rule 7.3.4 The Company expects to issue the Shares the subject of Resolution

21 within 5 Business Days of the Meeting. In any event, the Company

will not issue any Shares to TMSA later than 3 months after the date

of the Meeting (or such later date as permitted by ASX).

Listing Rule 7.3.5 The Shares will be issued by the Company at a deemed issue price of

A$0.075 each.

Listing Rule 7.3.6 The Shares the subject of Resolution 21 are being issued in

consideration for the extinguishment of A$6,430,000 in debt owed by

the Company to TMSA.

Listing Rule 7.3.7 A summary of the material terms of the Restructuring Agreement is

set out in Schedule G.

Listing Rule 7.3.8 N/A (i.e. as the Shares the subject of Resolution 21 are not being

issued under or to fund a reverse takeover).

Listing Rule 7.3.9 The Company will exclude TMSA from voting in favour of this

Resolution.

The voting exclusion statement set out in the Notice of Meeting applies

to this Resolution.

Resolution 21 will be considered by way of a poll (i.e. rather than by

way of a show of hands).



Further information in relation to Resolution 22 is set out below:

Listing Rule Required Disclosure

Listing Rule 7.3.1 The Warrants the subject of Resolution 21 are proposed to be issued

to Tennant Metals South Africa Proprietary Limited or its nominee.

Confirmatory statement

TMSA is not a Related Party of the Company, a member of the

Company's Key Management Personnel, a substantial (i.e. 10% or

more) holder of the Company's shares, an adviser to the Company or

an Associate of any such person.

Listing Rule 7.3.2 The Company is proposing to issue a total of 22,500,000 Warrants to

TMSA.

Listing Rule 7.3.3 A summary of the material terms of the Warrants is set out in Schedule

H.

Listing Rule 7.3.4 The Company expects to issue the Warrants the subject of Resolution

22 within 5 Business Days of the Meeting. In any event, the Company

will not issue any Warrants to TMSA later than 3 months after the date

of the Meeting (or such later date as permitted by ASX).

Listing Rule 7.3.5 Each Warrant is being issued for nil cash consideration.

Listing Rule 7.3.6 The Warrants the subject of Resolution 22 are being issued in

consideration for TMSA's entry into the Restructuring Agreement.

Listing Rule 7.3.7 A summary of the material terms of the Restructuring Agreement is

set out in Schedule G.

Listing Rule 7.3.8 N/A (i.e. as the Warrants the subject of Resolution 22 are not being

issued under or to fund a reverse takeover).

Listing Rule 7.3.9 The Company will exclude TMSA from voting in favour of this

Resolution.

The voting exclusion statement set out in the Notice of Meeting applies

to this Resolution.

Resolution 22 will be considered by way of a poll (i.e. rather than by

way of a show of hands).

Board recommendations

The Directors recommend Shareholders vote in favour of Resolution 21 and Resolution 22.




Schedule G – Summary of Restructuring Agreement

Parties Manuka Resources Limited and Tennant Metals South Africa

Proprietary Limited.

Purpose The parties have agreed to restructure the existing US$10,950,000 in

debt owed by the Company to TMSA.

Operative

Provisions

Under the terms of the Restructuring Agreement, the Company and

TMSA have, amongst other matters, agreed:

• to extinguish A$6,430,000 (equivalent to approximately

US$3,950,000) in existing debt owed by the Company to TMSA

by converting that amount into Shares at the deemed issue price

of A$0.075 per share;

• that approximately US$3,000,000 of the existing debt owed by the

Company to TMSA will be restructured into a second ranking term

facility, with a tenor of 2 years and an interest rate of 14% per

annum; and

• that approximately US$4,000,000 of the existing debt owed by the

Company to TMSA will be repaid out of the Company's existing

cash reserves and restructured into a redraw facility

5

, with any

amounts actually redrawn having a tenor of 2 years and an

interest rate of 14% per annum.

Fees In consideration for TMSA's entry into the Restructuring Agreement,

the Company has also agreed:

• to issue TMSA (or its nominee) with 22,500,000 Warrants; and

• to pay TMSA a 2% refinancing fee of up to approximately

US$60,000 on the Maturity Date.

Approval The issue of Shares and Warrants to TMSA is subject to the receipt of

Shareholder approval.

Interest Rate Interest on the remaining US$3,000,000 in debt will incur interest at

14% per annum (compounded monthly).

Penalty Interest

Rate

The Interest Rate plus 1.5% per annum.

Repayment Repayment of the remaining US$3,000,000 in debt is able to be made

at any time on or before the Maturity Date without penalty.

Maturity Date Repayment of the remaining US$3,000,000 in debt must occur by no

later than the date which is two years after the Effective Date.

Effective Date The date which is two years after the date Shareholders pass

Resolutions 21 and 22.


5

The new redraw facility can only be redrawn with the consent of the lender.



Relevant

Jurisdiction

New South Wales, Australia.

Security The remaining US$3,000,000 in debt will be subject to a second

ranking security and associated guarantees by the Company.

Covenants Generally customary covenants, representations and warranties were

made by the Company to and in favour of TMSA.



Schedule H – Material Terms of Warrants

Exercise Each Warrant confers on its holder the right, but not the obligation, to

subscribe for one Share at the Exercise Price at any time on or before

5pm (Sydney time) on the Expiry Date.

Exercise Price Each Warrant has an exercise price of A$0.12.

Issue Price Each Warrant is being issued by the Company for nil cash

consideration.

Expiry Date Each Warrant expires at 5pm (Sydney time) on 11 December 2026.

Exercise

Minimum

The Warrants may only be exercised in multiplies of at least 1,000,000

on each occasion.

Exercise Notice The holder of Warrants may exercise their Warrants by delivering to

the Company, at any time on or before the Expiry Date:

• a written notice of exercise (in the form provided by the Company)

specifying the number of Warrants being exercised; and

• evidence of an electronic funds transfer having been made for the

Exercise Price for each Warrant being exercised.

Reorganisation In the event of a reorganisation of the Company's share capital, the

Warrants will be reorganised in accordance with the requirements of

the Listing Rules.

Quotation The Company will not apply for quotation of the Warrants. The

Company will apply for quotation of any Shares issued following the

exercise of Warrants in accordance with the Listing Rules.

Participation in

future issues

A Warrant does not entitle its holder to participate in any new issue of

equity securities in the Company unless the Warrant is exercised and

a Share issued before the record date for determining entitlements to

that new issue.

Pro rata issues If the Company makes a pro rata issue of Shares or other equity

securities (except a bonus issue) to existing Shareholders and no

Share has been issued in respect of the Warrant before the record

date for determining entitlements to the proposed pro rata issue, the

exercise price of the Warrant is to be reduced in accordance with the

Listing Rules.

Bonus issues If the Company makes a bonus issue of Shares or other equity

securities to its Shareholders and no Share has been issued in respect

of the Warrants before the record date for determining entitlements to

the proposed bonus issue, the number of Shares over which the

Warrant is exercisable is increased by the number of Shares which

the holder of the Warrant would have received had the holder

exercised some or all of their Warrants before the relevant record date.





















Your proxy voting instruction must be received by 11:00am (AEDT) on Tuesday, 25 November 2025, being not later than 48 hours

before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled

Meeting.


SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.


Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to

appoint a proxy at

https://investor.automic.com.au/#/loginsah

or scan the QR code below using your

smartphone

Login & Click on ‘Meetings’. Use the

Holder Number as shown at the top of

this Proxy Voting Form.



BY MAIL:

Automic

GPO Box 5193

Sydney NSW 2001


IN PERSON:

Automic

Level 5, 126 Phillip Street

Sydney NSW 2000


BY EMAIL:

meetings@automicgroup.com.au


BY FACSIMILE:

+61 2 8583 3040


All enquiries to Automic:

WEBSITE:

https://automicgroup.com.au/


PHONE:

1300 288 664 (Within Australia)

+61 2 9698 5414 (Overseas)


YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information

is incorrect, and you have an Issuer Sponsored holding, you can update your address through the

investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker

should advise their broker of any changes

.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the

name of that Individual or body corporate. A proxy need not be a Shareholder of the Company.

Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by

default.

DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,

who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of

the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including

where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business.

All your shares will be voted in accordance with such a direction unless you indicate only a portion of

voting rights are to be voted on any item by inserting the percentage or number of shares you wish to

vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business,

your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on

that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate

Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not

specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy

Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry

Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign.

Joint holding: Where the holding is in more than one name, all Shareholders should sign.

Power of attorney: If you have not already lodged the power of attorney with the registry, please

attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box

which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by

the Company electronically (where legally permissible) such as a Notice of Meeting,

Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of

Corporate Representative’ should be produced prior to admission. A form may be obtained from the

Company’s share registry online at https://automic.com.au.





Proxy Voting Form

If you are attending the meeting

in person, please bring this with you

for Securityholder registration.

Manuka Resources Limited | ABN 80 611 963 225


STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Manuka Resources Limited, to be held at 11:00am (AEDT)

on Thursday, 27 November 2025 at Level 4 Grafton Bond Building 201 Kent Street SYDNEY NSW 2000

hereby:


Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided

below the name of the person or body corporate you are appointing as your proxy

or failing the person so named or, if no person is named, the

Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant

laws as the proxy sees fit and at any adjournment thereof.




The Chair intends to vote undirected proxies all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s

voting intention.


AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair

to exercise my/our proxy on Resolutions 1, 19a, 19b and 19c (except where I/we have indicated a different voting intention below) even though

Resolutions 1, 19a, 19b and 19c are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which

includes the Chair.



STEP 2 – Your voting direction

Resolutions For Against Abstain Resolutions For Against Abstain

1

ADOPTION OF REMUNERATION REPORT 13 RATIFICATION OF PRIOR ISSUE OF SHARES TO

CREDITOR MCPAUL FAMILY PTY LTD

2

RE-ELECTION OF MR ALAN J EGGERS AS A DIRECTOR 14 RATIFICATION OF PRIOR ISSUE OF SHARES TO

CREDITOR CONAN MINERALS GROUP PTY LIMITED

3

RATIFICATION OF PRIOR ISSUE OF SHARES – SECURITY

SHARES

15 RATIFICATION OF PRIOR ISSUE OF SHARES TO

CREDITOR CLAYMORE CAPITAL PTY LTD

4

RATIFICATION OF PRIOR ISSUE OF A CONVERTIBLE NOTE 16 APPROVAL OF PROPOSED ISSUE OF SHARES AND

OPTIONS ON CONVERSION OF CONVERTIBLE NOTES

5

RATIFICATION OF PRIOR ISSUE OF SHARES – EXTENSION

COLLATERAL SHARES

17 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1

PLACEMENT SHARES – LISTING RULE 7.1

6

RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS

TO CLAYMORE CAPITAL PTY LTD

18 APPROVAL OF PROPOSED ISSUE OF TRANCHE 2

PLACEMENT SHARES

7

RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS

TO MR ANTANAS GUOGA – SUB-UNDERWRITER

19a APPROVAL OF PROPOSED ISSUE OF INCENTIVE

OPTIONS TO DIRECTORS - MR DENNIS KARP

8

RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS

TO CLIENT OF CLAYMORE CAPITAL PTY LTD - SUB-

UNDERWRITER

19b APPROVAL OF PROPOSED ISSUE OF INCENTIVE

OPTIONS TO DIRECTORS - MR ALAN EGGERS

9

RATIFICATION OF PRIOR ISSUE OF SHARES TO

CLAYMORE CAPITAL PTY LTD IN LIEU OF LEAD MANAGER

UNDERWRITING FEES

19c APPROVAL OF PROPOSED ISSUE OF INCENTIVE

OPTIONS TO DIRECTORS - MR JOHN SETON

10

RATIFICATION OF PRIOR ISSUE OF SHARES TO MR

ANTANAS GUOGA IN LIEU OF SUB-UNDERWRITING FEES

20 APPROVAL OF 10% PLACEMENT FACILITY

11

RATIFICATION OF PRIOR ISSUE OF SHARES TO

CLAYMORE CAPITAL PTY LTD TO SATISFY LEAD

MANAGER UNDERWRITER COMMITMENTS

21 APPROVAL OF PROPOSED ISSUED OF SHARES

12

RATIFICATION OF PRIOR ISSUE OF SHARES TO MR

ANATAS GUOGA TO SATISFY SUB-UNDERWRITER

COMMITMENTS

22 APPROVAL OF PROPOSED ISSUED OF WARRANTS

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a

poll and your votes will not be counted in computing the required majority on a poll.


STEP 3 – Signatures and contact details




Individual or Securityholder 1


Securityholder 2


Securityholder 3




Sole Director and Sole Company Secretary


Director


Director / Company Secretary



Contact Name


Email Address


Contact Daytime Telephone Date (DD/MM/YY)

/ /


By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

Data sourced from publicly available NZX 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.