Notice of Special Meeting of Shareholders

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Tāiko Critical Minerals Limited - Notice of Special Meeting

29 June 2026

TĀIKO CRITICAL MINERALS LIMITED
Notice of Special Meeting and Explanatory Notes
Special resolution to approve the Barrytown Farms sale and purchase agreement
Date of this Notice: 29 June 2026
Meeting date: 29 July 2026
NZX ticker: TCM

IMPORTANT INFORMATION
This is an important document and requires your immediate attention. It has been prepared to assist
shareholders of Tāiko Critical Minerals Limited (Company or Tāiko) to decide how to vote on the resolution
set out in this Notice.
You should read this notice and the explanatory notes in full before casting your vote. This notice does not
take into account your individual investment objectives, financial situation or needs. If you are in any doubt
about what to do, you should seek advice from your financial, taxation, legal or other professional adviser.
NZX takes no responsibility for the context of this notice.

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Tāiko Critical Minerals Limited - Notice of Special Meeting

Chair’s letter

Dear Shareholder,
A Notice accompanies this letter convening a Special Meeting of shareholders to approve the purchase from
Barrytown Farms Limited of the Barrytown Farms property referred to Taiko’s NZX announcement dated 22 June
2026.
The Barrytown Farms Agreement is subject to a number of conditions, including shareholder approval. The
purchase price under the acquisition constitutes a major transaction for the purposes of section 129(1) of the
Companies Act 1993 requiring shareholder approval.
The purpose of this Notice is to provide shareholders with the information necessary to make an informed decision
when voting on the resolution to approve the purchase.
The Board considers the Barrytown Farms property to be critical to Tāiko’s ability to advance the wider Barrytown
Project. The agreement provides Tāiko with a right to acquire the property, subject to the satisfaction of certain
conditions, including completion of due diligence, Overseas Investment Office (OIA) consent, project consents and
the Board’s Final Investment Decision.
The Board unanimously recommends that shareholders approve the resolution. The reasons for this
recommendation are set out in the explanatory notes accompanying the Notice of Meeting. Each director intends
to vote all shares held or controlled by them in favour of the resolution.
The Special Meeting will be held online. Shareholders who appoint a proxy may still attend the Special Meeting
online. However, if a proxy has already been appointed, the shareholder will not be able to vote at the meeting
unless the proxy appointment is revoked or amended in the manner permitted by the Company’s share registrar.
Please read this Notice carefully and ensure your vote is cast either by attending the Special Meeting online or by
appointing a proxy. Your vote is important.
Yours sincerely,

Phil Thick
Chair
Tāiko Critical Minerals Limited

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Tāiko Critical Minerals Limited - Notice of Special Meeting



Table of Contents

1. Notice of Special Meeting 4
2. Explanatory Notes - Background to the Purchase 5
3. Explanatory Notes - Key terms of the Barrytown Farms Agreement 7
4. Approval requirements and Board recommendation 9
5. Consequences, alternatives 10
6. Dissenting shareholder buy-out rights 12
7. Additional information 12
8. Explanatory Notes - Voting and proxy information 13
9. Glossary of terms 15

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Tāiko Critical Minerals Limited - Notice of Special Meeting

1. Notice of Special Meeting
Notice is given that a Special Meeting of shareholders of Tāiko Critical Minerals Limited will be held as follows:
Date Wednesday, 29 July 2026
Time 1pm NZT
Online venue www.virtualmeeting.co.nz/tcmsm26
Share registrar / meeting
platform
MUFG Pension & Market Services / www.virtualmeeting.co.nz/tcmsm26

Shareholders who appoint a proxy may still attend the Special Meeting but will not be able to vote if a proxy has
already been appointed.
1.1 Agenda
 Introduction and address by the Chair.
 Shareholder discussion and questions.
 Consideration of, and voting on, the resolution.
 Any other business properly brought before the meeting.
1.2 Special Resolution - approval of Barrytown Farms Agreement
To consider and, if thought fit, pass the following resolution as a special resolution of Tāiko:
“That, for the purposes of section 129(1) of the Companies Act 1993, the entry into, performance and completion
by Tāiko Critical Minerals Limited of the sale and purchase agreement dated 22 June 2026 between Tāiko Critical
Minerals Limited and Barrytown Farms Limited relating to the acquisition of the Barrytown Farms property:
 for a purchase price of NZ$18,000,000 plus GST, if any, as adjusted in accordance with that agreement; and
 all other terms and conditions as set out in that agreement
be approved provided that this approval is conditional on holders of not more than 5% of the shares in Tāiko Critical
Minerals Limited voting against this resolution.”
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Voting on the resolution will be conducted by poll. MUFG will act as scrutineer for the vote.
By order of the Board
Paul Mason
Company Secretary
29 June 2026

1
Shareholders representing in total not more than 5% of the shares who vote all their shares against the resolution have a buy-out right pursuant to the
Companies Act 1993 – see section 6 below

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Tāiko Critical Minerals Limited - Notice of Special Meeting

2. Explanatory Notes - Background to the Purchase
2.1 Background to Tāiko and the Barrytown Project
Tāiko intends to develop and produce high-value critical minerals, with a focus on ilmenite, zircon and garnet,
through implementation of a “mine to market” strategy. Tāiko has obtained resource consents permitting the
extraction of mineral resource from the Coates South Block, as well as consent to construct and operate a mineral
separation plant at Rapahoe.
Tāiko’s Listing Profile, available at https://www.nzx.com/announcements/468682, identified the Barrytown Farms
Block as a property that Tāiko was negotiating to acquire. The Barrytown Farms Agreement secures Tāiko’s right
to purchase that property subject to the satisfaction of the relevant conditions. The agreement with the vendor
was entered into on 22 June 2026.
2.2 Why the Barrytown Farms property matters
The Board considers the Barrytown Farms property strategically important because:
 the Barrytown Farms Block forms part of the land subject to the Mining Permit and is within the broader
proposed mineral resource extension area;
 Tāiko’s Listing Profile identified acquiring the Barrytown Farms Block as a key commercial and regulatory
milestone for the Project;
 ownership of the property will underpin the Company’s resource consent, OIA consent, funding, development
and operational planning for the Project;
 Tāiko’s broader “mine to market” strategy contemplates mining the mineral resource on the Coates South
Block initially and the Canoe Creek, Barrytown Farms and Cargill South Blocks subsequently, subject to the
required approvals and funding.
The Barrytown Farms property is currently operated as an active dairy farm. The property is referred to in Tāiko’s
Listing Profile as the Barrytown Farms Block and is located within Mining Permit MP60785, between Property 1
and Property 2 as shown on the map on page 14 of the Listing Profile, available at
https://www.nzx.com/announcements/468682. The Barrytown Farms Mineral Resource Estimate includes maps
showing the location of the Barrytown Farms Block within the broader Barrytown Project area, including Figure 1
on page 20, available at https://www.nzx.com/companies/TCM/documents.
The Barrytown Farms property is located within the area expected to be covered by Tāiko’s proposed Southern
Block resource consent application, which was lodged 8 June 2026. If the resource consents are obtained, Tāiko
intends that the mineral resource on the Barrytown Farms property will form part of the broader Barrytown
Project.
The acquisition is also relevant to the key commercial milestones identified in the Listing Profile, including
completion of the DFS, obtaining OIA consent and undertaking future project funding. Tāiko expects that securing
a binding agreement for the Barrytown Farms property will support its pathway to a final DFS because the DFS is
expected to assess the broader Barrytown Project, including the Barrytown Farms property.

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Tāiko Critical Minerals Limited - Notice of Special Meeting

2.3 Background to the proposed transaction
The Company has been negotiating the terms of a sale and purchase agreement with Barrytown Farms Limited
for the acquisition of the Barrytown Farms property. The proposed transaction has been structured so that the
Company acquires the right to purchase the property in the future, with completion subject to several conditions
that protect the Company, including due diligence, OIA consent, Project Consents and a Final Investment Decision.
The Barrytown Farms Agreement is conditional on shareholder approval. This means that the Company will not
complete the transaction unless shareholders approve the resolution and the other conditions are satisfied.
2.4 Status of key project milestones
Tāiko’s Listing Profile dated 26 February 2026 identified a number of key commercial and regulatory milestones
for the Barrytown Project, including entering into a legally binding agreement to acquire the Barrytown Farms
Block, receiving completed JORC reports for the Canoe Creek and Cargill South Blocks, receiving the completed
DFS, obtaining the New Resource Consent, obtaining OIA consent and securing project funding. Entry into the
Barrytown Farms Agreement is intended to progress the milestone relating to acquisition of the Barrytown Farms
Block and remains consistent with the indicative timing set out in the Listing Profile. Tāiko continues to progress
the other key milestones for the Barrytown Project.
As at the date of this Notice, Tāiko does not consider there has been any material change to the anticipated timing
of those milestones as disclosed in the Listing Profile, except as subsequently disclosed by Tāiko through NZX.

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Tāiko Critical Minerals Limited - Notice of Special Meeting

3. Explanatory Notes - Key terms of the Barrytown Farms Agreement
The following is a summary of all material terms of the Barrytown Farms Agreement. It is not a complete statement
of the agreement. Shareholders should read this Notice as a whole.
Term Summary
Parties Tāiko Critical Minerals Limited as purchaser and Barrytown Farms Limited as vendor.
Property
The Barrytown Farms property comprises approximately 304.4522 hectares. The relevant
records of title are 145034, 161879, WS1A/1166, WS1A/892, WS1A/293, WS2A/228,
WS2B/595, WS5A/454 and WS8B/528. The property includes the area referred to as the
Barrytown Farms Block in Tāiko’s Listing Profile and the Barrytown Farms Mineral Resource
Estimate.
Purchase price
NZ$18,000,000 plus GST (if any). Except where settlement has not occurred due to vendor
default, if settlement is not completed within two years from the date of the agreement, the
purchase price is adjusted by CPI under the formula in the agreement.
Deposit
The deposit payable under the Barrytown Farms Agreement is up to NZ$1,000,000,
comprising:
(a) Cash Deposit: NZ$200,000 cash, payable following the later of 1 working day after
satisfaction of the Approval Condition and confirmation of the vendor’s mortgagee
consent. The Cash Deposit is non-refundable, except in the case of vendor default;
(b) 2 Year Deposit: if the Barrytown Farms Agreement has not settled by 2 years and 1
day after the date of this Agreement, NZ$500,000 cash is payable on that date. The 2
Year Deposit is non-refundable, except in the case of vendor default; and
(c) Share Deposit: NZ$300,000, to be satisfied by the issue of 1,436,100 Tāiko ordinary
shares to the vendor at an issue price of approximately NZ$0.2089 per share. The
shares are to be issued on the working day immediately following the later of 10
working days after satisfaction of the Approval Condition and confirmation of the
vendor’s mortgagee consent. The issue price represents the volume weighted
average price of Tāiko’s shares over the 20 working days immediately preceding 26
May 2026. The Share Deposit is non-refundable, except if the agreement is cancelled
due to vendor default.
The deposit forms part of the purchase price and will be credited against the purchase price
payable by Tāiko on settlement.
No shareholder approval is being sought under this Notice for the issue of the shares under
the Share Deposit. Tāiko expects to issue those shares under its 15% placement capacity under
NZX Listing Rule 4.5.1. The shares represent approximately 0.35% of Tāiko’s Shares on issue
and therefore do not exceed that placement capacity.
Shareholder approval
condition
The Barrytown Farms Agreement is conditional on Tāiko obtaining shareholder and NZX
regulatory approvals within 30 working days of the date of the agreement. That period may
be extended once by Tāiko by notice to the vendor for a further 10 working days due to NZX
regulatory requirements. This includes Tāiko shareholders approving, by special resolution,
Tāiko’s entry into, performance and completion of the agreement and the transactions
contemplated by it. For the purposes of the agreement, that shareholder approval limb of this
condition will be satisfied only if the resolution is passed and votes cast against the resolution
do not exceed 5% of the total shares on issue.

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Tāiko Critical Minerals Limited - Notice of Special Meeting


Due diligence
condition
Tāiko must be satisfied with the results of its due diligence investigation as to the suitability of
the property for Tāiko’s intended use and development. This condition is to be satisfied within
60 working days from the date of the agreement.
OIA consent condition
Tāiko must obtain any required consent under the Overseas Investment Act 2005 and
Overseas Investment Regulations 2005 on terms satisfactory to Tāiko in its sole discretion.
This condition is to be satisfied within two years from the date of the agreement.
Project Consents
condition
Tāiko must obtain any required consents and approvals for its proposed Barrytown mineral
sand mining, extraction and processing project to be carried out on the property and other
properties. This condition is to be satisfied within three years from the date of the agreement.
Final Investment
Decision condition
Tāiko must notify the vendor that the Board has approved its final feasibility assessment and
decision to purchase the property and carry out the Project. This condition is to be satisfied
within six months from the satisfaction of the later of the OIA consent and Project Consents
conditions.
Mortgagee consent
The vendor must provide mortgagee consent within 10 working days of the date of the
agreement. The deposit is not payable until the mortgagee consent requirements have been
satisfied.
Operation of
conditions
Tāiko can decide when it progresses satisfaction of the OIA consent, Project Consents and Final
Investment Decision conditions. The conditions are inserted for the sole benefit of Tāiko, and
Tāiko is not obliged to give reasons if any condition is not satisfied.
Settlement
Settlement is expected to occur on the 10th working day following the agreement becoming
unconditional in all respects.
Farm lease
Following settlement, Tāiko will lease the property back to the vendor under the farm lease.
The farm lease will commence on settlement and continue through the remainder of the then
current milking season plus one additional milking season. For this purpose, the milking season
runs from 1 June to 31 May each year. The annual rent under the farm lease will be
NZ$127,500 plus GST. Tāiko does not expect the lease-back arrangement to materially
prejudice its proposed operations, having regard to the expected timing of the remaining
project steps, including OIA consent, Project Consents and the Board’s Final Investment
Decision.
Access and technical
assessments
Before settlement, Tāiko may undertake technical assessments on the property, subject to
notice, liaison with the vendor and obligations to compensate or make good direct damage to
crops, stock or improvements.
Affected person
approval
The vendor must sign and return affected person approvals for relevant resource consent,
fast-track, plan change or similar applications affecting the property, and must not revoke
those approvals or participate in related planning processes in connection with mine
developments affecting the property.
Vendor warranties
and covenants
The agreement includes resource consent, environmental, good husbandry, farm system,
tree/carbon, fertiliser, farm records, tenancies and biosecurity provisions.
Confidentiality and
disclosure
The vendor acknowledges that Tāiko is listed on the NZX Main Board and may be required to
make public disclosures under listing requirements or law.

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Tāiko Critical Minerals Limited - Notice of Special Meeting

3.1 Indicative conditional timing
The following table summarises the indicative timing for the key conditions and steps under the Barrytown
Farms Agreement.

Condition / Step Timing
Mortgagee consent 6 July 2026, being within 10 working days from the date of the Barrytown
Farms Agreement.
Shareholder approval condition 4 August 2026, being within 30 working days from the date of the
Barrytown Farms Agreement.
(this may be extended once by Tāiko by a further 10 working days due to
NZX regulatory requirements).
Due diligence condition 15 September 2026, being within 60 working days from the date of the
Barrytown Farms Agreement.
OIA consent condition 21 June 2028, being within 2 years from the date of the Barrytown Farms
Agreement.
Project Consents condition 21 June 2029, being within 3 years from the date of the Barrytown Farms
Agreement.
Final Investment Decision Within 6 months from satisfaction of the later of the OIA consent and
Project Consents conditions.
Settlement 10 working days after the Barrytown Farms Agreement becomes
unconditional in all respects.

4. Approval requirements and Board recommendation
4.1 Why shareholder approval is being sought
The Board is seeking shareholder approval by special resolution because the Barrytown Farms Agreement will
constitute a major transaction for the purposes of section 129(2)(a) of the Companies Act 1993.
Under section 129(2)(a), a major transaction includes the acquisition of assets where the value of those assets is
more than half the value of the Company’s assets before the acquisition. Tāiko’s total assets as at 31 March 2026
were $13,031,500.00. The acquisition value of the Barrytown Farms property is $18,000,000.00 (plus GST if any).
Accordingly, the acquisition value exceeds one-half of the value of Tāiko’s total assets. The resolution is also
intended to satisfy the shareholder approval condition in the Barrytown Farms Agreement.
Under the Companies Act, a special resolution is passed if approved by a majority of 75% or more of the votes of
shareholders entitled to vote and voting on the resolution. Under the NZX Listing Rules, voting will be conducted
by poll.
Acquisitions of assets which have a value greater than one-half of the assets of a company are treated as “Major
Transactions” under the Companies Act 1993 requiring the approval of shareholders by special resolution. The

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Tāiko Critical Minerals Limited - Notice of Special Meeting

Barrytown Farms Agreement is a “Major Transaction” requiring that shareholder approval. The Companies Act
requirement is not to be confused with “major transactions” under NZX listing rule 5.1.1 which requires
shareholder approval by ordinary resolution if a listed issuer enters into a transaction which either involves a
significant change to the nature of Tāiko’s business or an acquisition of assets with a Gross Value above 50% of
the issuers market capitalization. That listing rule does not apply if the transaction is a Major Transaction” subject
to shareholder approval by special resolution under the Companies Act – as is the case with the Barrytown Farms
acquisition.
4.2 Board recommendation
The Board unanimously recommends that shareholders vote in favour of the resolution. The Board’s reasons are:
 the agreement secures Tāiko’s ability to acquire an important property within the broader Barrytown
Project area if the relevant conditions are satisfied;
 the acquisition supports the Company’s New Resource Consent, OIA consent, DFS, funding and project
development pathway;
 the principal conditions are for Tāiko’s benefit and preserve Tāiko’s ability not to proceed if those
conditions are not achieved on terms satisfactory to Tāiko;
 the transaction aligns with Tāiko’s strategy of progressing the Barrytown Project and the “mine to market”
model described in its Listing Profile.
Each director intends to vote all shares held or controlled by them in favour of the resolution.
5. Consequences, alternatives, risk and impact
5.1 Consequences if the resolution is passed
If the resolution is passed, and the votes cast against the resolution do not exceed 5% of the total shares on issue,
the shareholder approval condition under the Barrytown Farms Agreement will be satisfied. If the other
conditions to the Barrytown Farms Agreement are also satisfied, Tāiko will be authorised to proceed with the
agreement and complete the acquisition of the Barrytown Farms property.
Passing the resolution will not, in itself, require completion to occur if other conditions remain unsatisfied. Tāiko
will retain the benefit of the purchaser conditions and will be able to proceed with, defer, waive or terminate
those conditions in accordance with the Barrytown Farms Agreement.
5.2 Consequences if the resolution is not passed or the 5% threshold is exceeded
If the resolution is not passed, the shareholder approval condition to the Barrytown Farms Agreement will not be
satisfied. Tāiko expects that it will not be able to proceed with or complete the Barrytown Farms Agreement in
its current form unless the parties agree otherwise.
If the resolution is passed but votes cast against the resolution exceed 5% of the total shares on issue, the
shareholder approval condition under the Barrytown Farms Agreement will not be satisfied unless that condition
is waived or the parties agree otherwise.

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Tāiko Critical Minerals Limited - Notice of Special Meeting

If the Barrytown Farms Agreement does not proceed, Tāiko would not acquire the Barrytown Farms property and
would not have the property rights required to mine or develop that land as part of the wider Barrytown Project.
This would not affect Tāiko’s existing resource consents for the Coates South Block or the mineral separation plant
at Rapahoe. However, it may require Tāiko to narrow, defer or restructure its proposed New Resource Consent
strategy for the expanded project area, because that strategy currently contemplates the Canoe Creek, Barrytown
Farms and Cargill South Blocks forming part of the broader mineral resource extension area.
In those circumstances, Tāiko expects that it would be restricted to undertaking its proposed extraction,
processing and related activities on other land where it has the necessary resource consents, permits and land
access or ownership rights. Tāiko may need to consider alternative land access, acquisition or project
development arrangements. There is no assurance that any alternative arrangement would be available on terms
acceptable to Tāiko, or at all.
5.3 Alternatives considered
The Board considered alternatives to the proposed transaction, including not proceeding with the acquisition,
relying on access or affected person arrangements rather than ownership, delaying entry into the agreement until
after further consenting, OIA or DFS milestones, and seeking to acquire the property on different commercial
terms. The Board considers the Barrytown Farms Agreement preferable as it secures Tāiko’s right to acquire the
property while preserving conditions for Tāiko’s benefit.
5.4 Consideration and valuation
The purchase price under the Barrytown Farms Agreement is NZ$18,000,000 plus GST (if any), subject to any CPI
adjustment contained in the agreement if settlement is not completed within two years from the date of the
agreement, except due to vendor default.
The Barrytown Farms Agreement was negotiated at arm’s length between a willing seller and willing purchaser.
The purchase price reflects the parties’ commercial agreement, having regard to the strategic value of the
Barrytown Farms property to the broader Barrytown Project. The agreement provides for Tāiko to proceed with
the acquisition only following a Final Investment Decision at its sole discretion.
No independent valuation has been obtained for the Barrytown Farms property. The Board considers that the
strategic benefit of securing the property for the Barrytown Project supports the agreed purchase price.
5.5 Capital and payment of consideration
Tāiko’s Listing Profile referred to proposed future project funding of approximately $125 million, of which
approximately $26 million was proposed to be applied to the acquisition of property. At the date of the Listing
Profile, two of the proposed acquisition properties were subject to sale and purchase agreements for a total
amount of $14 million. The Barrytown Farms property was still being negotiated. Those negotiations have
resulted in additional land area being included in the acquisition, plus several residences, for a purchase price of
$18 million plus GST, if any. If the Barrytown Farms Agreement becomes unconditional, Tāiko expects that part
of its future project funding will be applied to settle the purchase price for the Barrytown Farms property.
Payment of the NZ$200,000 Cash Deposit will reduce Tāiko’s available cash by that amount. Tāiko does not expect
payment of the Cash Deposit to materially affect its ability to meet its near-term operating expenditure
requirements, having regard to its cash position disclosed in the quarterly cash flow report released on 29 April
2026 and the forecast monthly expenditure referred to in the Listing Profile.

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Tāiko Critical Minerals Limited - Notice of Special Meeting

If the Barrytown Farms Agreement becomes unconditional, Tāiko will need to raise further capital to settle the
balance of the purchase price. Tāiko expects that funding to form part of the future project funding referred to
in the Listing Profile.
6. Dissenting shareholder buy-out rights
Important: Under sections 110 to 115 of the Companies Act 1993, shareholders who vote against a special
resolution approving a major transaction may have the right to require the Company to purchase their shares.
To exercise this right, a shareholder must cast all votes attached to their shares against the resolution. If the
resolution is passed, that shareholder may then give written notice to the Company requiring the Company to
purchase those shares. That notice must be given within 10 working days after the resolution is passed.
If the Company receives valid notice, the Board must, within 20 working days, either agree to the Company
purchasing the shares, arrange for another person to purchase the shares, apply to the Court for an exemption,
or arrange for the resolution to be rescinded or decide not to proceed with the relevant action.
If the Board agrees that the Company will purchase the shares, the Company must offer a fair and reasonable
price for those shares. That price is determined as at the close of business on the day before the resolution is
passed, adjusted to exclude any fluctuation in value due to, or in expectation of, the transaction approved by the
resolution. If the shareholder objects to the price offered, the price may be referred to arbitration in accordance
with the Companies Act.
For the purposes of the Barrytown Farms Agreement, the shareholder approval condition will only be satisfied if
the resolution is passed and the votes cast against the resolution do not exceed 5% of the shares in Tāiko Critical
Minerals Limited. If that threshold is exceeded, the shareholder approval condition under the Barrytown Farms
Agreement will not be satisfied unless that condition is waived or the parties agree otherwise. This limitation on
dissenting votes is to ensure that the extent of the exercise of these rights does not materially adversely affect
Tāiko’s corporate treasury position.
Shareholders should seek independent legal advice on the availability and exercise of any buy-out rights.
7. Additional information
7.1 Reports, contracts and other documents
The following materials are relevant to the resolution and should be considered by shareholders:
 this Notice and explanatory notes;
 the proxy form accompanying this Notice;
 announcement of Barrytown Farms Agreement dated 22 June 2026, available at
https://www.nzx.com/announcements/474758 ;
 Tāiko’s Listing Profile dated 26 February 2026, available at https://www.nzx.com/announcements/468682 ;
 the Barrytown Farms Mineral Resource Estimate, available at
https://www.nzx.com/companies/TCM/documents;
 any announcement released by Tāiko in relation to the Barrytown Farms Agreement; and
 any additional information released by Tāiko to NZX before the Special Meeting in accordance with its
continuous disclosure obligations, if required.

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Tāiko Critical Minerals Limited - Notice of Special Meeting

7.2 Appraisal report
No appraisal report accompanies this Notice as the Company does not consider that the transaction is a related
party transaction or otherwise requires an appraisal report under the NZX Listing Rules. The Board considers that
the information set out in this Notice is appropriate and sufficient to enable shareholders to assess the transaction
and vote on the resolution, and that no independent appraisal report, valuation or other third-party report is
required.
7.3 Related party matters
Tāiko is not aware that Barrytown Farms Limited or any vendor party is a related party of Tāiko or an associated
person of any director.
7.4 Continuous disclosure and further announcements
Tāiko will continue to comply with its continuous disclosure obligations under the NZX Listing Rules. Any material
updates in relation to the Barrytown Farms Agreement, the resolution, the conditions, the Project, the DFS, OIA
consent, the New Resource Consent or funding will be announced to NZX as required.
7.5 No other material information
The Board considers that this Notice contains all information known to the Board that is material to shareholders’
decision whether to vote for or against the resolution, and all information necessary to enable shareholders to
make an informed decision on the transaction. Other than as set out in this Notice, the Board is not aware of any
other information that would reasonably be expected to be material to the decision of shareholders when
deciding whether to vote for or against the resolution.

8. Explanatory Notes - Voting and proxy information
8.1 Voting entitlement and voting threshold
The persons entitled to vote on the resolution at the Special Meeting are those persons who are registered as
holders of shares at 1pm NZT on Monday, 27 July 2026.
The resolution is a special resolution. A special resolution is passed if approved by a majority of 75% or more of
the votes of shareholders entitled to vote and voting on the resolution. Voting will be conducted by poll.
8.2 Voting restrictions
Tāiko has determined that there are no voting restrictions applying to the resolution under the NZX Listing Rules
or otherwise. Accordingly, all shareholders who are entitled to vote at the Special Meeting may vote on the
resolution, including by proxy or corporate representative, in accordance with the voting procedures set out in
this Notice.
8.3 Attending the Special Meeting
The Special Meeting will exclusively be held online. If you wish, you can attend and vote at the Special Meeting
online at www.virtualmeeting.co.nz/tcmsm26.

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Tāiko Critical Minerals Limited - Notice of Special Meeting

8.4 Proxies
All shareholders entitled to attend and vote on the resolution are entitled to appoint a proxy to attend and vote
for them instead. A proxy need not be a shareholder of the company.
If you wish to appoint a proxy, you should complete the proxy form accompanying this Notice.
Proxy forms may be returned online at https://nz.investorcentre.mpms.mufg.com/voting/TCM, by email to
meetings.nz@cm.mpms.mufg.com, or by mail to MUFG Pension & Market Services, PO Box 91976, Auckland 1142,
New Zealand.
To be effective, the proxy form must be received by the company’s share registrar no later than 1pm NZT on
Monday, 27 July 2026, being not less than 48 hours before the Special Meeting.
If you wish to appoint a director as your proxy, the Chair of the meeting / Phil Thick is willing to act as your proxy.
If the Chair of the meeting is appointed as a discretionary proxy, the Chair intends to vote in favour of the
resolution, subject to any applicable voting restrictions.
If you return a proxy form without directing your proxy how to vote on the resolution, your proxy may vote as he
or she thinks fit, other than where he or she is disqualified from voting on the resolution.
8.5 Shareholder questions
Shareholders can submit questions ahead of the Special Meeting by going to
https://nz.investorcentre.mpms.mufg.com/voting/TCM and completing the online validation process. Questions
should be received by 1pm NZT on Monday, 27 July 2026, being 48 hours before the time of the meeting. The
company has discretion as to which questions will be addressed at the meeting. Shareholders attending the
Special Meeting will also have the opportunity to ask questions during the meeting, subject to the chair’s
discretion and orderly meeting conduct.

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Tāiko Critical Minerals Limited - Notice of Special Meeting

9. Glossary of terms
Term Meaning
Approval Condition Approval Condition refers to the shareholder approval of the resolution contained in this
Notice of Meeting.
Barrytown Farms
Agreement and
“agreement”
The sale and purchase agreement between Tāiko and Barrytown Farms Limited dated 22
June 2026 relating to the acquisition of the Barrytown Farms property.
Barrytown Farms
Block
The area referred to as the Barrytown Farms Block in Tāiko’s Listing Profile and the
Barrytown Farms Mineral Resource Estimate, being part of the Barrytown Farms property
to be acquired by Tāiko. The Barrytown Farms property comprises approximately 304.4522
hectares and includes records of title 145034, 161879, WS1A/1166, WS1A/892, WS1A/293,
WS2A/228, WS2B/595, WS5A/454 and WS8B/528.
Board The Board of directors of Tāiko.
Companies Act Companies Act 1993.
Company or Tāiko Tāiko Critical Minerals Limited.
DFS Definitive Feasibility Study.
Final Investment
Decision
The Board approval of Tāiko’s final feasibility assessment and decision to purchase the
property and carry out the project.
NZX Listing Rules The Listing Rules applying to issuers listed on the NZX Main Board.
OIA consent Consent under the Overseas Investment Act 2005 and Overseas Investment Regulations
2005.
Project The Barrytown mineral sand mining, extraction and processing project to be carried out on
the property and other properties, as described in the Barrytown Farms Agreement and
Tāiko’s Listing Profile.
Project Consents Any required consents and approvals for the project.
Resolution The special resolution set out in this Notice.
Shares Ordinary shares in Tāiko.
Special Meeting The Special Meeting of shareholders convened by this Notice, including any adjournment.
Unconditional Date The date on which the Barrytown Farms Agreement becomes unconditional in all respects.
VWAP in respect of the 20 working day period prior to 26 May 2026, the volume weighted average
price of shares traded on NZX during that period, calculated by dividing:
(a) the aggregate value of all trades of shares recorded during that period (being the price
of each trade multiplied by the number of shares traded); by
(b) the total number of shares traded during that period.

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Go online to https://nz.investorcentre.mpms.mufg.com/voting/TCM to appoint your proxy

LODGE YOUR PROXY
















Proxy Form for Taiko Critical Minerals Limited 2026 Special Meeting of Shareholders

Notice is hereby given that the Special Meeting of Shareholders of Taiko Critical Minerals Limited (“the Company”) will be held online through the MUFG
Pension & Market Services meeting platform at www.virtualmeeting.co.nz/tcmsm26 at 1pm (New Zealand time) on Wednesday, 29 July 2026. You will
require your CSN/Holder Number for verification purposes.
If you will not attend the meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to Taiko Critical Minerals Limited’s share registry, MUFG Pension & Market Services, by no later than 1pm NZT on Monday, 27 July 2026. You
can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://nz.investorcentre.mpms.mufg.com/voting/TCM
or by scanning the QR code above with your smartphone.


Wednesday, 29 July 2026 at 1pm (New Zealand time)
CSN/Holder Number: <CSN/Holder Number>
*Barcode*


www.virtualmeeting.co.nz/tcmsm26

Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If you wish, you may appoint “The
Chair of the Meeting” as your proxy or as alternative to your named proxy.
The Chair of the Meeting intends to vote all discretionary proxies in favour
of the relevant resolution.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either
online or on this Proxy Form, in respect of each resolution. If you return this
form without directing the proxy how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting. If you make more
than one election in respect of a resolution your vote will be invalid on that
resolution.

Attending the meeting
If you plan to attend the meeting virtually, you can join via the MUFG
Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/tcmsm26. You will require your CSN/Holder
Number for verification purposes.

A corporation may appoint a person as its representative to attend and vote
at the meeting in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for this form
Individual
Where the holding is in one name, the shareholder must sign the Proxy
Form.

Joint Holding
Where the holding is in more than one name, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director
must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or
implied authority.



Online
https://nz.investorcentre.mpms.mufg.com/voting/TCM

Scan & email
meetings.nz@cm.mpms.mufg.com
Scan this QR code with
your smartphone and
vote online





Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998


Space and position for name and address

Go online to https://nz.investorcentre.mpms.mufg.com/voting/TCM to appoint your proxy
Step 1 Appoint a Proxy / Corporate Representative

I/We being a shareholder/s of Taiko Critical Minerals Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email Address
as my/our proxy to vote for me/us on my/our behalf at the Special Meeting of the Company to be held at 1pm NZT on Monday, 27 July 2026, and at any
adjournment of that Meeting.

Step 2 Items of Business – Voting Instructions

Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on the resolution, tick the
box “Proxy’s discretion”. Please note for each resolution you must tick one box.






Step 3 Shareholder Questions

Shareholders attending the Special Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Special Meeting but would
like to ask a question, you can submit a question online by going to https://nz.investorcentre.mpms.mufg.com/voting/TCM and completing the online validation
process or complete the question section below and return to MUFG Pension & Market Services in the envelope enclosed. Questions will need to be submitted
by 1pm NZT on Monday, 27 July 2026. The Board will endeavour to address and answer questions at the Special Meeting.

Question:

Step 4 Signature of Shareholder(s) This section must be completed


Shareholder 1
or duly authorised officer or attorney


Shareholder 2
or duly authorised officer or attorney


Shareholder 3
or duly authorised officer or attorney


Contact Name


Contact Daytime Telephone


Date

Electronic Investor Communications
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email
address below:


To consider and, if thought fit, pass the following special resolution:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1.That, for the purposes of section 129(1) of the Companies Act 1993, the entry into,
performance and completion by Tāiko Critical Minerals Limited of the sale and purchase
agreement dated 22 June 2026 between Tāiko Critical Minerals Limited and Barrytown Farms
Limited relating to the acquisition of the Barrytown Farms property:
 for a purchase price of NZ$18,000,000 plus GST, if any, as adjusted in accordance
with that agreement; and
 all other terms and conditions as set out in that agreement
be approved provided that this approval is conditional on holders of not more than 5% of the
shares in Tāiko Critical Minerals Limited voting against this resolution.




CSN/Holder Number: 123456789

*Barcode*