Presentation at 2025 Annual General Meeting

27 November 2025
Taranaki VTM project
•World class tier 1 project
•Offshore vanadium titaniferous iron
sands
•West Coast, North Island
New Zealand
Mt Boppy & Wonawinta
Projects
•Operating gold & silver producer
Exceptional exploration potential within
the Cobar Basin, NSW
•Valuable production infrastructure,
strategically located
2025 AGM Presentation

Summary of Proxy Voting (Cont’d)
2

Summary of Proxy Voting (Cont’d)
3

Summary of Proxy Voting
4

2025 Accounts and Reports
5
Receipt and Consideration of Account and Reports
To receive and consider the Financial Report, together with the Directors’ Report and the Auditor’s
Report for the financial year ended 30 June 2025.
Further information
RSM Australia, the Company’s external auditor, are not in attendance at today’s Meeting.
Questions for the Auditors can still be raised, which will be forwarded to them for a response.
Following receipt of the response, we will make these available. There is no requirement for
Shareholders to Approve the Financial Report.
The 2025 Annual Report is available on the Company’s website at www.manukaresources.com.au

Resolution 1
6
Adoption of Remuneration Report
To consider, and if thought fit, to pass, with or without amendment the following non-binding resolution:
“That, for the purpose of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration
Report, forming part of the Company’s 2025 Annual Report, be adopted.”
Further information
•The Directors recommend that Shareholders vote in favour of adopting the Remuneration Report.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
•The 2025 Remuneration Report can be found on pages 27 to 34 of the 2025 Annual Report.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
204,635,0448,608,2053,793,849125,055,155
94.29%3.97%1.75%

Resolution 2
7
Re-election of Director – Mr Alan J Eggers
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of Clause 13.3 of the Constitution, ASX Listing Rule 14.4 and for all other purposes Mr
Alan J Eggers retiring by rotation, being eligible and offering himself for re-election, is re-elected as a director,
effective from the conclusion of this Meeting.”
Further information
•The Directors recommend (with Mr Alan J Eggers) that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Details of Mr Eggers’s experience and qualifications can be found on page 14 of the Explanatory
Memorandum to the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
334,998,5422,797,7663,842,737453,208
98.06%0.82%1.12%

Resolution 3
8
RATIFICATION OF PRIOR ISSUE OF SHARES – SECURITY 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 ASX Listing Rule 7.4 and for all other purposes, the prior issue of 10,000,000 Security
Shares on 06 June 2025 to Breakout Star Holdings Pty Ltd, as set out in the Explanatory Memorandum, are
approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
335,785,9792,369,5263,842,73794,011
98.18%0.69%1.12%

Resolution 4
9
RATIFICATION OF PRIOR ISSUE OF A CONVERTIBLE NOTE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 06 June 2025 of one
(1) $250,000 Convertible Note to Breakout Star Holdings Pty Ltd (or their nominee/s) as set out in the
Explanatory Memorandum, are approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,447,4872,777,9943,842,7372,024,035
98.05%0.82%1.13%

Resolution 5
10
RATIFICATION OF PRIOR ISSUE OF SHARES – EXTENSION COLLATERAL 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 ASX Listing Rule 7.4 and for all other purposes, the prior issue on 06 June 2025 of
12,800,000 Extension Collateral Shares to Admin Reg Holdings Pty Ltd (or their nominee/s), as set out in the
Explanatory Memorandum, are approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,807,7392,417,6653,842,7372,024,112
98.16%0.71%1.13%

Resolution 6
11
RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS TO CLAYMORE CAPITAL PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 25 June 2025 of
1,000,000 unlisted Options exercisable at $0.06 each on or before 29 May 2026 to Claymore Capital Pty Ltd (or
their nominee/s), as set out in the Explanatory Memorandum, are approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,421,4162,797,3653,842,7372,030,735
98.05%0.82%1.13%

Resolution 7
12
RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS TO MR ANTANAS GUOGA – SUB-UNDERWRITER
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 8 July 2025 of
20,000,000 unlisted Options exercisable at $0.10 each on or before 7 August 2028 to Mr Antanas Guoga as
sub-underwriter (or his nominee/s) to the Company’s fully underwritten non-renounceable Entitlement Offer as
part of the sub-underwriting consideration and otherwise, as set out in the Explanatory Memorandum, is
approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,821,8142,410,4403,842,7372,017,262
98.16%0.71%1.13%

Resolution 8
13
RATIFICATION OF PRIOR ISSUE OF UNLISTED OPTIONS TO CLIENT OF CLAYMORE CAPITAL PTY LTD – SUB-
UNDERWRITER
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 8 July 2025 of
20,000,000 unlisted options exercisable at $0.10 each on or before 7 August 2028 to a professional and
sophisticated client of Claymore Capital Pty Ltd as sub-underwriter (or his nominee/s) to the Company’s fully
underwritten non-renounceable Entitlement Offer as part of the sub-underwriting consideration and otherwise,
as set out in the Explanatory Memorandum, is approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,778,1282,455,1583,842,7372,016,230
98.15%0.72%1.13%

Resolution 9
14
RATIFICATION OF PRIOR ISSUE OF SHARES TO CLAYMORE CAPITAL PTY LTD IN LIEU OF LEAD MANAGER
UNDERWRITING FEES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 8 July 2025 of
5,379,163 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Claymore Capital Pty Ltd (or
their nominee/s) as consideration for underwriting and sub-underwriting services to the Company’s fully
underwritten non-renounceable Entitlement, as set out in the Explanatory Memorandum, is approved and
ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,823,0392,387,6013,842,7372,038,876
98.17%0.70%1.13%

Resolution 10
15
RATIFICATION OF PRIOR ISSUE OF SHARES TO MR ANTANAS GUOGA IN LIEU OF SUB-UNDERWRITING FEES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 8 July 2025 of
5,581,395 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Mr Antanas Guoga (or his
nominee/s) as consideration for underwriting and sub-underwriting services to the Company’s fully
underwritten non-renounceable Entitlement, as set out in the Explanatory Memorandum, is approved and
ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,754,5082,421,1133,842,7372,073,895
98.16%0.71%1.13%

Resolution 11
16
RATIFICATION OF PRIOR ISSUE OF SHARES TO CLAYMORE CAPITAL PTY LTD TO SATISFY LEAD MANAGER
UNDERWRITER COMMITMENTS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 5 August 2025 of
13,303,939 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Claymore Capital Pty Ltd
(or their nominee/s) to the Company’s fully underwritten non-renounceable Entitlement, issued to satisfy the
outstanding balance of their aggregate underwriting commitments, as set out in the Explanatory
Memorandum, is approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,791,4662,384,1563,890,7522,025,879
98.15%0.70%1.14%

Resolution 12
17
RATIFICATION OF PRIOR ISSUE OF SHARES TO MR ANTANAS GUOGA TO SATISFY SUB-UNDERWRITER
COMMITMENTS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 5 August 2025 of
13,227,689 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Mr Antanas Guoga (or his
nominee/s) to the Company’s fully underwritten nonrenounceable Entitlement, issued to satisfy the outstanding
balance of their aggregate underwriting commitments, as set out in the Explanatory Memorandum, is
approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,785,9612,388,9073,890,7522,026,633
98.15%0.70%1.14%

Resolution 13
18
RATIFICATION OF PRIOR ISSUE OF SHARES TO CREDITOR MCPAUL FAMILY PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 5 August 2025 of
692,872 fully paid ordinary shares at a deemed issue price of $0.043 per Share to McPaul Family Pty Ltd (or
their nominee/s) in satisfaction of outstanding fees and other amounts owing to that creditor, as set out in the
Explanatory Memorandum, is approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,790,2102,422,8853,842,7372,036,421
98.16%0.71%1.13%

Resolution 14
19
RATIFICATION OF PRIOR ISSUE OF SHARES TO CREDITOR CONAN MINERALS GROUP PTY LIMITED
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 5 August 2025 of
4,362,790 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Conan Minerals Group Pty
Limited (or their nominee/s) in satisfaction of outstanding fees and other amounts owing to that creditor, as set
out in the Explanatory Memorandum, is approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,723,3302,455,1223,842,7372,071,064
98.15%0.72%1.13%

Resolution 15
20
RATIFICATION OF PRIOR ISSUE OF SHARES TO CREDITOR CLAYMORE CAPITAL PTY LTD
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue on 5 August 2025 of
4,033,005 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Clamore Capital Pty Ltd (or
their nominee/s) in satisfaction of outstanding fees and other amounts owing to that creditor, as set out in the
Explanatory Memorandum, is approved and ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,735,6012,441,0023,890,7522,024,898
98.14%0.72%1.14%

Resolution 16
21
APPROVAL OF PROPOSED ISSUE OF SHARES AND OPTIONS ON CONVERSION OF CONVERTIBLE NOTES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the proposed
issue of up to 13,913,199 Ordinary Shares and 27,826,398 Options in the Company to Unrelated Convertible
Noteholders upon the conversion of convertible notes previously issued by the Company, as set out in the
Explanatory Memorandum.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
333,528,9922,694,0283,842,7372,026,496
98.08%0.79%0.79%

Resolution 17
22
RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES – LISTING RULE 7.1
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior by the Company of
34,441,027Placement Shares to a number of sophisticated and professional investors at an issue price of
$0.075 per Share on the terms and conditions as set out in the Explanatory Memorandum, is approved and
ratified.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
335,586,0292,423,8483,842,737239,639
98.17%0.71%1.12%

Resolution 18
23
APPROVAL OF PROPOSED ISSUE OF TRANCHE 2 PLACEMENT 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 ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the proposed
issue of up to 165,558,973 Placement Shares to a number of sophisticated and professional investors at an
issue price of $0.075 per Share on the terms and conditions as set out in the Explanatory Memorandum.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
335,394,0412,615,3353,842,737240,140
98.11%0.77%1.12%

Resolution 19(a)
24
APPROVAL OF PROPOSED ISSUE OF INCENTIVE OPTIONS TO DIRECTORS
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 10.14 and for all other purposes, Shareholders approve the proposed
issue to Mr Dennis Karp, a Director, or his nominee, of a total of 20,000,000 Incentive Options under the
Incentive Plan on the terms and conditions set out in the Explanatory Memorandum.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
205,783,8739,055,0373,842,737123,410,606
94.10%4.14%1.76%

Resolution 19(b)
25
APPROVAL OF PROPOSED ISSUE OF INCENTIVE OPTIONS TO DIRECTORS
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 10.14 and for all other purposes, Shareholders approve the proposed
issue to Mr Alan Eggers, a Director, or his nominee, of a total of 20,000,000 Incentive Options under the
Incentive Plan on the terms and conditions set out in the Explanatory Memorandum.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
211,382,4323,456,4193,842,737123,410,665
96.66%1.58%1.76%

Resolution 19(c)
26
APPROVAL OF PROPOSED ISSUE OF INCENTIVE OPTIONS TO DIRECTORS
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 10.14 and for all other purposes, Shareholders approve the proposed
issue to Mr John Seton, a Director, or his nominee, of a total of 2,500,000 Incentive Options under the Incentive
Plan on the terms and conditions set out in the Explanatory Memorandum.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
205,424,9969,053,9143,842,737123,770,606
94.09%4.15%1.76%

Resolution 20
27
APPROVAL OF 10% PLACEMENT FACILITY
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special
resolution:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders
approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of
issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, as set out in the
Explanatory Memorandum.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
335,426,2592,584,8033,842,737238,454
98.12%0.76%1.12%

Resolution 21
28
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.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
326,115,7743,032,2753,666,48793,394
97.99%0.91%1.10%

Resolution 22
29
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.”
Further information
•The Directors recommend that Shareholders vote in favour of this resolution.
•The Chair intends to exercise all available proxies in favour of the resolution.
•Voting prohibitions apply as set out in the Notice of Meeting.
In FavourAgainstProxy’s DiscretionAbstain / Exclude
325,704,8333,438,1783,666,48798,432
97.87%1.03%1.10%

Manuka
Resources Limited
Conclusion