Underwriting of 15 May 2026 Unlisted Options

ASX Announcement
15 May 2026

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

Underwriting of Options
Underwriting Agreement
Manuka Resources Limited (ASX: MKR) (Manuka or the Company) is pleased to
announce that it has entered into an underwriting agreement (Underwriting
Agreement) with Claymore Capital Pty Ltd (Underwriter) pursuant to which the
Underwriter has agreed to underwrite the exercise of up to a total of 11,335,995
unexercised ‘MKRAZ’ options (each, an Option and together, the Underwritten
Options).
Each Option has an expiry date of 5pm (Sydney time) on 15 May 2026 (Expiry Date)
and an exercise price of $0.06.
Under the Underwriting Agreement, the Underwriter is required to subscribe (or procure
subscription) for up to such number of new fully paid ordinary shares in the Company
as is equivalent to the number of Underwritten Options less any Shares issued to
Optionholders who exercise their Options before the Expiry Date (Underwritten
Shares). Accordingly, on completion of the exercise of all Options, the Company
expects to issue a total of 42,017,242 Shares raising approximately $2.5 million.
Sub-underwriting Arrangements
The Underwriter has also entered sub-underwriting arrangements with various
sophisticated and professional investors (none of whom are related parties or
associates of related parties of the Company) which gives the Underwriter the ability to
nominate or allocate the exercise of the Underwritten Options and therefore the issue
of Underwritten Shares to these sub-underwriters.
Listing Rules Disclosures
The significant events which could lead to the Underwriting Agreement being terminated
are set out in the Schedule to this announcement.
There are no fees payable to the Underwriter under or in connection with the
Underwriting Agreement.
Any Underwritten Shares to be issued to (or as directed by) the Underwriter will be
issued in accordance with Exception 10 of Listing Rule 7.2.

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In accordance with Listing Rule 3.11.3, the Company advises that the Underwriter is not
a related party or an associate of a related party of the Company
1
.
The Company expects to issue the Underwritten Shares (and all other Shares required
to be issued on exercise of the Options) by 22 May 2026. The requisite ASX filings (such
as an Appendix 3B and Appendix 2A) will be made thereafter in accordance with the
Listing Rules.
This announcement has been approved for release by the Company’s Board of
Directors.

For further information contact:

Dennis Karp
Executive Chairman
Manuka Resources Limited
Tel. 02- 7253 2020




1
The terms “related party” and “associate” have the meanings given to them in Chapter 19 of the listing
rules of ASX (Listing Rules).

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Schedule – Termination Events

The Underwriter may, by giving written notice to the Company at any time prior to the
issue of the Underwritten Shares, terminate its obligations under the Underwriting
Agreement if:
1. (Quotation) ASX does not give approval for the Underwritten Shares to be quoted
on the financial market operated by ASX, or if approval is given, that approval is
subsequently withdrawn, qualified or withheld;
2. (Indictable Offence) a director of the Company or of any related body corporate
(as that term is defined in the Corporations Act is changed with an indictable
offence;
3. (Alteration of Share Capital or Constitution) except as permitted in the
Underwriting Agreement, the Company alters its capital structure or its constitution
without the prior written consent of the Underwriter; or
4. (Default) the Company is in material default of any provision of the Underwriting
Agreement and such default is not remedied or resolved within 1 business day of
the default being notified by the Underwriter to the Company;
5. (Disclosure) of the Company’s ASX disclosures released within the last 12 months
do not comply in any material respect with the Corporations Act or the Listing Rules
or if any statement in any such disclosure is or becomes misleading or deceptive;
6. (Compliance) the Company contravenes any material provision of the
Corporations Act, Listing Rules or its constitution;
7. (Market Fall) the S&P/ASX 200 Index closes in the period from the date on which
the Underwriting Agreement is signed to the date on which the Underwritten
Shares are issued at a level that is 10% or more below the level of that index at
the close of trading on the day immediately prior to the day on which the
Underwriting Agreement is signed; and
8. (Hostilities) there is an outbreak of hostilities or a material escalation of hostilities
(whether or not war has been declared) after the date of the Underwriting
Agreement involving one or more of Australia, Japan, Russia, the United Kingdom,
the United States of America or the People’s Republic of China.