Notice of Annual General Meeting

Santana Minerals Ltd
Level 1, 371 Queen St
Brisbane, QLD 4000
ABN 37 161 946 989
GPO Box 1305
Brisbane, QLD4000

T: +61 7 3221 7501



30 October 2026

Notice of Annual General Meeting


Santana Minerals Limited (Santana or the Company) is pleased to attach a copy of the following
documents in relation to the Annual General Meeting of Shareholders to be held on 30 November
2026 at 10:00am (AWST) / 3:00pm (NZDT).

1. Letter to Shareholders regarding arrangements for the Annual General Meeting as
despatched to Shareholders;
2. Notice of Annual General Meeting; and
3. Proxy Forms for both ASX and NZX registered holders.


This announcement has been authorised for release by the Company Secretary.

For further information, please contact:

Craig McPherson, Company Secretary
+61 7 3221 7501 or admin@santanaminerals.com




Announcement
ASX:SMI
NZX:SMI

Santana Minerals Ltd
Level 1, 371 Queen St
Brisbane, QLD 4000
ABN 37 161 946 989
GPO Box 1305
Brisbane, QLD4000

T: +61 7 3221 7501




Dear Shareholders,

Santana Minerals Limited (SMI) will be holding its 2026 Annual General Meeting (AGM) which will be
held at 10:00am (AWST) / 3:00pm (NZDT) on Monday, 30 November 2026.

The Board is pleased to be able to welcome shareholders to attend the Meeting in person at Level 5,
Westralia Square 2, 143 St Georges Terrace, Perth WA 6000. The Board will also ensure access to those
shareholders that want to participate in the AGM virtually through the simultaneous online hosting of
the AGM. This can be accessed live at https://meetings.openbriefing.com/SMI26.

The Notice of Meeting, which sets out the full business to be considered at the Meeting, is available
online at www.santanaminerals.com, as well as being lodged on the ASX website. If you are unable to
attend the Meeting (either physically or virtually), you may appoint a proxy to vote for you at the
meeting by lodging the Proxy form using one of the several lodgement methods as outlined in the
Notice of Meeting.

Information on how to participate virtually is set out in the Virtual Meeting Online Guide which is
available at https://www.santanaminerals.com.

For further information, please contact the Company Secretary by telephone on +61 7 3221 7501 or
by email at admin@santanaminerals.com

Santana Minerals Limited also provides for Shareholders to lodge their proxy votes online. To do that,
Shareholders for both the ASX & NZX can log in to
https://au.investorcentre.mpms.mufg.com/Login/Login using the holding details that will be
available on the personalised Proxy Form dispatched by the Registry (SRN, HIN, CRN or HRN). Once
logged in, select Voting and follow the prompts to lodge your vote.

For CRN’s & HRN’s please include the Letter prefix at the start of holding number as noted on the
personalised proxy form (e.g. CRN - ‘F00123456789’ or HRN - ‘R00123456789’)

Proxy instructions must be received no later than 48 hours (10:00am (AWST) / 3:00pm (NZDT) on
Saturday, 28 November 2026) before the commencement of the AGM.

If you have problems using this service, please contact our share registry, MUFG Corporate Markets
on +61 1300 554 474, or email support@cm.mpms.mufg.com.


Yours sincerely
Santana Minerals

Craig McPherson
Company Secretary



If you wish to change your communication options for receiving your AGM documentation, please go to the share registry's website at
https://au.investorcentre.mpms.mufg.com/Login/Login or contact them on +61 1300 554 474

Santana Minerals Limited
ACN 161 946 989


Notice of 2026 Annual General Meeting and Explanatory Memorandum


Date of Meeting: 30 November 2026
Time of Meeting: 10.00am (AWST) / 3.00pm (NZDT)
Place of Meeting: Level 5, Westralia Square 2
143 St Georges Terrace
Perth WA 6000

and
online at
https://meetings.openbriefing.com/SMI26

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Santana Minerals Limited
ACN 161 946 989 (Company) will be held physically at Level 5, 143 St Georges Terrace, Perth
WA 6000 and online at https://meetings.openbriefing.com/SMI26 on 30 November 2026 at
10.00am (AWST) / 3.00pm (NZDT).
The Meeting will be held as a hybrid meeting, with participation both in person and online using
the virtual meeting technology of the Company’s share registry, MUFG Corporate Markets (AU)
Limited (MUFG).
Shareholders who attend the Meeting online are taken to be present and will be able to ask
questions and vote on Resolutions in real time.
Capitalised terms used in this Notice of Meeting and the Explanatory Memorandum have the
meaning ascribed to them in the Glossary contained at the end of the Explanatory
Memorandum.
This Notice of Meeting should be read in its entirety, together with the Explanatory
Memorandum and the enclosed proxy form.
Instructions for attendance at the Meeting Online
If attending the Meeting online, MUFG recommends logging into the online platform
provided by MUFG at least 15 minutes prior to the scheduled start time for the Meeting using
the instructions below:
• enter https://meetings.openbriefing.com/SMI26 into a web browser on your computer or
online device;
• Shareholders in Australia will need their SRN or HIN and Shareholders in New Zealand
will need their CRN or HRN, which is printed at the top of the voting form; and
• proxyholders will need their proxy code which MUFG will provide via email no later
than 24 hours prior to the Meeting.
Shareholders electing to attend the Meeting online are requested to participate via the
online platform provided by MUFG at https://meetings.openbriefing.com/SMI26 or via the
appointment of a proxy.
Further information on how to participate and vote online is set out in the Online Meeting
Guide. That Guide is available at www.santanaminerals.com, and has been lodged with the
ASX, together with this Notice of Meeting.
Financial Reports
To receive and consider the Company’s Annual Report comprising the Directors’ Report and
Auditor’s Report, Directors’ Declaration, Consolidated Statement of Profit or Loss and Other
Comprehensive Income, Consolidated Statement of Financial Position, Consolidated
Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to the
Consolidated Financial Statements for the Company for the financial year ended 30 June
2026. The Company’s reports can be accessed on the Company’s website at
www.santanaminerals.com.

Notice of Annual General Meeting

1. Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as
an Advisory Resolution:
“That, for the purposes of section 250R(2) of the Corporations Act, and for all other
purposes, the Remuneration Report for the year ended 30 June 2026 (as set out in the
Directors’ Report) be adopted.”
Note: The vote on this Resolution 1 is advisory only and does not bind the Directors or the
Company.

Voting Exclusion for Resolution 1
The Company will disregard any votes cast on Resolution 1 by, or on behalf of, any person who is
either a member of the Key Management Personnel, for whom details of their remuneration are
included in the Remuneration Report, or a Closely Related Party of such a member, unless:
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with
directions on the proxy form; or
(b) it is cast by the Chair as proxy for a person who is entitled to vote, and the appointment of
the Chair as proxy:
(1) does not specify the way the proxy is to vote on this Resolution; and
(2) expressly authorises the Chair to exercise the proxy even though this Resolution is
connected directly or indirectly with the remuneration of a member of the Key
Management Personnel.
Additionally, the Company will disregard any votes cast on Resolution 1 by any person appointed
as a proxy by any person who is either a member of the Key Management Personnel or a Closely
Related Party of such a member, unless:
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with
directions on the proxy form; or
(b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a
direction on the proxy form to vote as the proxy decides.
For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity
of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In
particular, Shareholders who intend to appoint the Chair as their proxy (including an appointment
by default) are encouraged to direct the Chair as to how to vote on all Resolutions.
If the Chair is appointed, or is taken to have been appointed, as your proxy, you can direct the
Chair to vote for, against or abstain from voting on Resolution by marking the appropriate box
opposite Resolution 1 on the proxy form.
However, if the Chair is your proxy and you do not direct the Chair how to vote, you will be
deemed to have directed, and expressly authorised, the Chair to vote your proxy in favour of
Resolution 1. This express authorisation acknowledges that the Chair may vote your proxy even
though:
(a) Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel; or
(b) the Chair may have an interest in Resolution 1.

Notice of Annual General Meeting

ORDINARY BUSINESS
2. Resolution 2 – Re-Election of Mr Peter Cook
To consider and, if thought fit, pass the following Ordinary Resolution:
“That Mr Peter Cook, who retires by rotation under the Company’s constitution and
Listing Rule 14.4 and, being eligible, offers himself for re-election, is re-elected as a
director.”
3. Resolution 3 – Approval to issue 804,846 Performance Rights to Mr Damian
Spring (or his nominated Associate)
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 200E of the Corporations Act and for
all other purposes, the issue of up to 804,846 Performance Rights to Mr Damian Spring
(or his nominated Associate) pursuant to the Plan and the terms set out in the
Explanatory Memorandum, be approved.”
4. Resolution 4 – Approval to issue 629,744 Performance Rights to Mr Sam Smith
(or his nominated Associate)
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 200E of the Corporations Act and for
all other purposes, the issue of up to 629,744 Performance Rights to Mr Sam Smith (or
his nominated Associate) pursuant to the Plan and the terms set out in the Explanatory
Memorandum, be approved.”
Voting Exclusion Statements for Resolutions 3 and 4 – Listing Rule 10.14
The Company will disregard any votes cast in favour of Resolutions 3 and 4 by or on behalf of:
(a) a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in
the Plan; or
(b) an Associate of those persons.
However, this does not apply to a vote cast in favour of Resolutions 3 and 4 by:
(a) a person as 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 Resolution in
that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the relevant Resolution,
in accordance with a direction given to the Chair to vote on the relevant Resolution as the
Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
(1) 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 Resolution; and
(2) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting Restriction pursuant to Section 250BD of the Corporations Act
As each of Resolutions 3 and 4 are connected directly or indirectly with the remuneration of a
member of Key Management Personnel (KMP) of the Company, pursuant to section 250BD of the

Notice of Annual General Meeting

Corporations Act, a person must not cast a vote, and the Company will disregard any votes cast
on Resolutions 3 and 4 by:
(a) any member of the KMP of the Company; or
(b) a Closely Related Party of such KMP of the Company,
who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the
Shareholder does not direct in writing the way the proxy is to vote on the relevant Resolution.
However, the Company need not disregard a vote if it is cast by the Chair as proxy for a person
who is entitled to vote, where the Shareholder does not direct in writing the way the proxy is to
vote on the Resolution, if the appointment of proxy expressly authorises the Chair to exercise the
proxy even if the Resolution is connected directly or indirectly with the remuneration of a member
of the KMP of the Company.
Voting Exclusion Statements (Resolutions 3 and 4) – Section 200E of the Corporations Act
A person must not cast a vote, and the Company will disregard any votes cast, (in any capacity)
on Resolutions 3 and 4 by or on behalf of:
(a) the relevant Director the subject of the Resolution; or
(b) an Associate of such a Director.
However, this does not apply to a vote cast on Resolutions 3 and 4 by:
(a) a person as a proxy appointed in writing that specifies how the proxy is to vote on the
Resolution; and
(b) it is not cast on behalf of the relevant Director the subject of the Resolution or an Associate
of such a person.
Voting Intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast in favour
of Resolutions 3 and 4 by the Chair, subject to compliance with the Corporations Act. In
exceptional circumstances, the Chair may change his/her voting intention on any Resolution, in
which case an ASX announcement will be made. Further details, in relation to the ability of the
Chair to vote on undirected proxies are set out in the accompanying proxy form.
5. Resolution 5 – Proposed issue of Shares to the Vendor pursuant to the Ardgour
Station Acquisition
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders
approve the issue and allotment of 8,464,534 Shares (at a deemed issue price of
NZ$0.5907 per Share) to the Vendor pursuant to the Ardgour Station Acquisition on the
terms and conditions set out in the Explanatory Memorandum.”
Voting Exclusion for Resolution 5
The Company will disregard any votes cast in favour of Resolution 5 by, or on behalf of, any
Vendor and any person who will obtain a material benefit as a result of the proposed issue of
Shares (except a benefit solely by reason of being a holder of Shares), or, in each case, any of
their respective Associates. However, this does not apply to a vote cast in favour of Resolution 5
by:
(a) a person as proxy or attorney for a person who is entitled to vote on Resolution 5, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on
Resolution 5, in accordance with a direction given to the chair to vote on Resolution 5 as
the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:

Notice of Annual General Meeting

(1) 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 Resolution 5; and
(2) the holder votes on Resolution 5 in accordance with directions given by the
beneficiary to the holder to vote in that way.
6. Resolution 6 – Approval of potential benefits in relation to Performance Rights
to Mr Craig McPherson or his nominee(s)
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of sections 200B, 200C and 200E of the Corporations Act, and
for all other purposes, the potential benefits in relation to the Performance Rights
described in the Explanatory Memorandum which may become payable to Mr Craig
McPherson or his nominee(s), be approved.”
Voting Exclusion for Resolution 6 – Section 200E of the Corporations Act
A person must not cast a vote, and the Company will disregard any votes cast, (in any capacity)
on Resolution 6 by or on behalf of:
(a) the relevant Director the subject of the Resolution; or
(b) an Associate of such a Director.
However, this does not apply to a vote cast on Resolution 6 by:
(a) a person as a proxy appointed in writing that specifies how the proxy is to vote on the
Resolution; and
(b) it is not cast on behalf of the relevant Director the subject of the Resolution or an Associate
of such a person.
Voting Intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast in favour
of Resolution 6 by the Chair, subject to compliance with the Corporations Act.
In exceptional circumstances, the Chair may change his/her voting intention on any Resolution,
in which case an ASX announcement will be made. Further details, in relation to the ability of the
Chair to vote on undirected proxies are set out in the accompanying proxy form.
By order of the Board


Craig McPherson
Company Secretary
Santana Minerals Limited
30 October 2026

Explanatory Memorandum

The following notes and the Explanatory
Memorandum form part of the Notice of Meeting.
Voting and Attendance Entitlement
The Board has determined that those persons who
are registered as holding Shares as at 6.00pm (AEST)
on 28 November 2026, will be entitled to attend
and vote at the Meeting.
Accordingly, transactions registered after that time
will be disregarded in determining entitlements to
attend and vote at the Meeting.
Shareholders may vote by:
• attending the Meeting in person. Due to
capacity restrictions, it is possible that all
Shareholders wishing to attend in person may
not be able to attend.
• attending the Meeting online by using the online
platform (see ‘Instructions for attendance at the
Meeting Online’ above). Online voting will open
between the commencement of the Meeting at
10.00am (AWST) / 3.00pm (NZDT) on 30
November 2026 and the time at which the
Chairman announces the closure of voting.
• appointing a proxy to attend and vote on your
behalf, using the enclosed proxy form.
If more than one joint holder of a Share is present at
the Meeting (whether personally, by proxy, by
attorney or by representative) and tenders a vote,
only the vote of the joint holder whose name
appears first on the register will be counted.
Action to be Taken by Shareholders
A Shareholder who is entitled to attend and vote at
the Meeting may appoint a person, who need not
be a Shareholder of the Company, as the
Shareholder’s proxy to attend and vote on behalf
of the Shareholder.
A Shareholder who is entitled to cast 2 or more
votes may appoint 2 proxies and may specify the
proportion or number of votes each proxy is
appointed to exercise.
If you wish to indicate how your proxy should vote,
please mark the appropriate boxes on the proxy
form. If in respect of any of the items of business you
do not direct your proxy how to vote, you are
directing your proxy to vote as he or she decides.
If you mark the abstain box for a particular item you
are directing your proxy to not vote on your behalf
and your Shares will not be counted in computing
the required majority in the event of a poll.
For proxies without voting instructions that are
exercisable by the Chair, the Chair intends to vote
those proxies in favour of the Resolutions. The Chair
will be deemed to be appointed where a signed
proxy form is returned that does not contain the
name of the proxy or where the person appointed
on the form is absent from the Meeting.
A proxy form accompanies this Notice of Meeting.
Should you wish to appoint a proxy, please
complete the proxy form and return it at least 48
hours before the Meeting, being no later than
10.00am (AWST) / 3.00pm (NZDT) on 28 November
2026 to:
• if online: by recording the proxy appointment
and voting instructions at
https://au.investorcentre.mpms.mufg.com. Only
registered Shareholders may access this facility
and will need their SRN or HIN (for Shareholders
in Australia) or CRN or HRN (for Shareholders in
New Zealand);
• if by fax: on +61 2 9287 0309;
• if in Australia, by mail or hand delivery to:
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150
• if in New Zealand, by mail or hand delivery to:
MUFG Corporate Markets (AU) Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
If the appointment is signed by an attorney, the
power of attorney or a certified copy of it must be
sent with the proxy form.
Corporate Representatives
A Shareholder which is a corporation may appoint
an individual to act as its representative to attend
and vote at the Meeting. The appointment must
comply with section 250D of the Corporations Act,
meaning that the Company will require a
Certificate of Appointment of Corporate
Representative executed in accordance with
section 250D of the Corporations Act. The
completed certificate should be lodged with the
Company’s share registry before the Meeting or at
the registration desk on the day of the Meeting.
Polls
All Resolutions will be considered by way of a poll.
Every Shareholder shall have one vote for every
Share registered in their name as at 6.00pm (AEST)
on 28 November 2026.
Required Majority
All Resolutions are Ordinary Resolutions, requiring a
simple majority of the votes cast by Shareholders
entitled to vote on them.
General
All Shareholders are invited to attend the Meeting
(either in person or online) or, if they are unable to
attend in person, to sign and return the proxy form
to the Company in accordance with the
instructions set out on the proxy form.

Explanatory Memorandum

Shareholders, their proxy or corporate
representatives who plan on attending the Meeting
are asked to arrive at the venue at least 30 minutes
prior to the time the Meeting is scheduled to
commence, so that Shareholders can be checked
against the Company’s share register, or
appointment as proxy, attorney or corporate
representative can be verified and their
attendance noted.
Inquiries
Any inquiries in relation to the Resolutions, the
Notice of Meeting or the Explanatory Memorandum
should be directed to the Company Secretary,
Craig McPherson at
cmcpherson@santanaminerals.com.

Explanatory Memorandum

This Explanatory Memorandum contains an explanation of, and information about, the
Resolutions to be considered at the General Meeting. Shareholders should read this
Explanatory Memorandum in full. This Explanatory Memorandum forms part of the
accompanying Notice of Meeting and should be read with the Notice of Meeting.
This Explanatory Memorandum does not take into account the individual investment
objectives, financial situation and needs of individual Shareholders or any other person. If you
are in any doubt about what to do in relation to the Resolutions, you should consult your
financial or other professional adviser.
Capitalised words used in the Notice of Meeting and in this Explanatory Memorandum are
defined in the Glossary section at the end of this Explanatory Memorandum. Unless otherwise
stated, all references to sums of money, '$' and 'dollars' are references to Australian currency.
Resolution 1 – Remuneration Report
In accordance with section 250R of the Corporations Act, the Board has submitted its
Remuneration Report to Shareholders for consideration and adoption by way of a non-
binding Advisory Resolution.
The Remuneration Report is set out in the Directors’ Report section of the Annual Report
commencing at page 43, for the period ending 30 June 2026. The Annual Report is available
to download on the Company’s website at www.santanaminerals.com.
The Remuneration Report:
• explains the Board’s policy for determining the nature and amount of remuneration of
Key Management Personnel of the Company;
• explains the relationship between the Board’s remuneration policy and the
Company’s performance;
• sets out remuneration details for each member of Key Management Personnel of the
Company; and
• details and explains any performance conditions applicable to the remuneration of
Key Management Personnel of the Company.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the
Meeting.
At the 2025 Annual General Meeting of the Company, 88.51% of the votes cast were in
favour of the Remuneration Report.
In the interests of good corporate governance, the Directors abstain, from making a
recommendation in relation to this Resolution 1.
A vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.
However, if at least 25% of the votes cast are against adoption of the Remuneration Report at
two consecutive annual general meetings, the Company will be required to put a resolution
to the second Annual General Meeting (Spill Resolution), to approve calling a general
meeting (Spill Meeting).

Explanatory Memorandum

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must
then convene a Spill Meeting within 90 days of the second annual general meeting. All
Directors who were in office when the applicable Directors’ Report was approved, other than
the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to
continue as Directors.
The remuneration report for the financial year ended 30 June 2025 did not receive a vote of
more than 25% against its adoption at the Company’s last general meeting held on 19
November 2025. Accordingly, if at least 25% of the votes cast on Resolution 1 are against
adoption of the Remuneration Report it will not result in the Company putting a Spill
Resolution to Shareholders.
Resolution 2 – Re-Election of Mr Peter Cook
Clause 51.1 of the Company’s constitution (Constitution) provides that the following directors
automatically retire at the end of each annual general meeting:
(a) any director appointed by the Directors since the last annual general meeting;
(b) any director for whom this would be the third annual general meeting since their last
appointment; and
(c) one third (or if that is not a whole number, the next lowest whole number) of the
Directors if no director is required to retire in accordance with the above (a) or (b).
Mr Cook was appointed as an additional Director of the Company on 23 October 2023 and
retires in accordance with clause 51.1(b) of the Constitution, on the basis that the Meeting
will be the third annual general meeting since his last appointment. His qualifications are set
out below:
Mr Cook is a geologist BSc (App Geol 1983), mineral economist (MSc Min Econ 1995
WASM) and highly experienced veteran of the Australian resource sector. Mr Cook
has substantial experience in the exploration, development, mining, construction,
permitting and financing of development projects within Australia as well as the
corporate management of listed public entities. He is currently the chairman of
various ASX listed companies, including NiCo Resources Limited and Titan Minerals
Limited.
The Directors (Mr Cook abstaining) consider Mr Cook to be an independent director.
The Directors (Mr Cook abstaining) recommend that Shareholders vote in favour of Resolution
2 and advise that they intend to vote any Shares that they own or control in favour of
Resolution 2.
The Chair intends to vote all undirected proxies in favour of Resolution 2.
Resolutions 3 & 4 – Approval to issue Performance Rights to certain Directors
Resolutions 3 and 4 seek Shareholder approval for the purpose of ASX Listing Rule 10.14, section
200E of the Corporations Act and all other purposes, to issue up to a total of 1,434,590
Performance Rights to Mr Spring (Executive Director and CEO) and Mr Smith (Executive Director
and CDO)(each an Eligible Director and together the Eligible Directors), or their nominated
Associates, pursuant to the terms of the Plan and as part of their short-term and long-term
incentive arrangements.

Explanatory Memorandum

Details of the proposed issue of Performance Rights follows:
(a) up to 804,846 Performance Rights to Mr Damian Spring or his nominated Associate,
comprising:
Tranche STI Performance Rights LTI Performance Rights
1 51,374 STI Performance Rights 164,393 LTI Performance Rights
2 51,374 STI Performance Rights 164,393 LTI Performance Rights
3 51,374 STI Performance Rights 109,595 LTI Performance Rights
4 51,374 STI Performance Rights 109,595 LTI Performance Rights
5 51,374 STI Performance Rights N/A
Total 256,870 STI Performance Rights 547,976 LTI Performance Rights
(b) up to 629,744 Performance Rights to Mr Sam Smith or his nominated Associate,
comprising:
Tranche STI Performance Rights LTI Performance Rights
1 39,774 STI Performance Rights 129,262 LTI Performance Rights
2 39,774 STI Performance Rights 129,262 LTI Performance Rights
3 39,774 STI Performance Rights 86,175 LTI Performance Rights
4 39,774 STI Performance Rights 86,175 LTI Performance Rights
5 39,774 STI Performance Rights N/A
Total 198,870 STI Performance Rights 430,874 LTI Performance Rights
Summary of material terms of the Performance Rights
A summary of the material terms of the Plan is set out in Annexure A of this Explanatory
Memorandum.
The Performance Rights will convert to Shares subject to the satisfaction or waiver of the
performance conditions summarised in Annexure B (STI Performance Rights) and Annexure C
(LTI Performance Rights) (Performance Conditions).
The Performance Rights will be issued for nil consideration and will not be listed.
The Performance Conditions include a threshold baseline, a target and a stretch target.
The Board will determine the proportion of Performance Rights that vest having regard to the
Company’s performance against those benchmarks.
In addition to the above, the Performance Rights:
• are not transferrable and will not be quoted;
• do not confer any right to vote, except as otherwise required by law;
• do not confer any entitlement to a dividend;

Explanatory Memorandum

• do not confer any right to a return of capital, whether in a winding up, upon a
reduction of capital or otherwise;
• do not confer any right to participate in the surplus profit or assets of the Company
upon a winding up; and
• do not confer any right to participate in new issues of securities such as bonus issues or
entitlement issues.
Listing Rule 10.14
Listing Rule 10.14 states that a company must not issue or agree to issue Equity Securities
under an employee incentive scheme (such as the Plan) to a Director or their Associates
without the Shareholder approval. An Equity Security includes a convertible security or a right
to an unissued share, such as Performance Rights.
Accordingly, the Company seeks Shareholder approval pursuant to Listing Rule 10.14 for the
issue of the Performance Rights to each of the Eligible Directors (or their Associates)
respectively.
If Resolutions 3 and 4 are passed, the Company will proceed with the issue and the Eligible
Directors will receive Performance Rights in accordance with the terms of the Plan.
If Shareholder approval is obtained under Listing Rule 10.14, further approval for the issue of
the Performance Rights is not required under Listing Rule 7.1 (Listing Rule 7.2, Exception 14) or
under Listing Rule 10.11 (Listing Rule 10.12, Exception 8).
Further, if Shareholder approval is obtained under Listing Rule 10.14, further approval for the
issue of Shares upon the respective performance milestone being met will not be required
pursuant to Listing Rule 10.11 (Listing Rule 10.12, Exception 7).
If Resolution 3 is not passed, the Performance Rights will not be issued to Mr Spring.
If Resolution 4 is not passed, the Performance Rights will not be issued to Mr Smith.
Chapter 2E of the Corporations Act
Under Chapter 2E of the Corporations Act, a public company cannot give a financial benefit
to a Related Party unless an exception applies or shareholders have in a general meeting
approved the giving of that financial benefit to the Related Party. The Eligible Directors are
Directors and are therefore each a Related Party of the Company.
The Board (in the absence of the Eligible Director regarding their respective Performance
Rights) has formed the view that Shareholder approval under section 208 of the Corporations
Act is not required for the proposed issue of the Performance Rights pursuant to Resolutions 3
and 4 (inclusive), on the basis that the benefits constitute reasonable remuneration that is
consistent with each Director’s engagement with the Company and, therefore, the
exception in section 211 of the Corporations Act applies to Resolutions 3 and 4 (inclusive).
Section 211 provides that Shareholder approval is not required for the purposes of section 208
in circumstances where the benefit constitutes remuneration which would be reasonable
given the Company’s and the Related Party’s circumstances.
Having considered the circumstances of the Company and the circumstances of the Eligible
Directors to receive the Performance Rights, the Board (in the absence of the Eligible Director
regarding their respective Performance Rights) considers that the financial benefits conferred

Explanatory Memorandum

by the grant of Performance Rights to the Eligible Directors are reasonable in the
circumstances, and therefore the exception in section 211 applies because:
▪ they are a cost effective and efficient means for the Company to remunerate the
Eligible Directors, as opposed to alternative forms of incentive, such as the payment of
additional cash compensation;
▪ they reflect the extensive experience, track record and reputation each of the Eligible
Directors have within the resources industry;
▪ the issue of Performance Rights will ensure that the remuneration offered is competitive
with market standards and practice. The Board (in the absence of the Eligible Director
regarding their respective Performance Rights) has considered the proposed number of
Performance Rights to be granted and ensured that the Eligible Directors’ overall
remuneration is line with market practice; and
▪ the issue of the Performance Rights will attract, retain and ensure continuity of service of
the Eligible Directors who have appropriate knowledge and expertise while maintaining
the Company’s cash reserves for other preferred uses.
Section 200E – Termination Benefits
The Corporations Act restricts the Company from giving certain “benefits” to certain persons
(those who hold a managerial or executive office, as defined in the Corporations Act) on
ceasing their employment with the Company (Termination Benefits), in the absence of prior
shareholder approval unless an exemption applies.
The term “benefit” is defined broadly in the Corporations Act and includes benefits arising
from the Board exercising its discretion under the rules of the Plan.
Under the terms of the Plan and subject to the Listing Rules, the Board possesses the discretion
to vary the terms or conditions of the Equity Securities. As a result of this discretion, the Board
has the power to determine that some or all of a participant’s Equity Securities will not lapse
in the event of the participant ceasing employment or office, including as a result of death or
total permanent disability.
The exercise of this discretion by the Board may constitute a Termination Benefit for the
purposes of the Corporations Act. Accordingly, Resolutions 3 and 4 also seek Shareholder
approval, for the Company to potentially provide these Termination Benefits to participants in
the Plan.
For the purposes of Listing Rule 10.15 and section 200E of the Corporations Act, the following
information is provided in respect of Resolutions 3 and 4:
Name of the person
• If Resolution 3 is passed, the Performance Rights will be issued
to Mr Spring or his nominated Associate.
• If Resolution 4 is passed, the Performance Rights will be issued
to Mr Smith or his nominated Associate.
Which category in
Listing Rules 10.14.1 –
10.14.3 the person falls
within and why
As the Eligible Directors are each Directors of the Company, they
are each persons falling within the prescribed category set out in
Listing Rule 10.14.1 and their Associates fall within Listing Rule
10.14.2.

Explanatory Memorandum

Number and class of
securities proposed to
be issued to the
person
• If Resolution 3 is passed, up to 804,846 Performance Rights will
be issued to Mr Spring pursuant to the Plan, comprising 256,870
STI Performance Rights and 547,976 LTI Performance Rights.
• If Resolution 4 is passed, up to 629,744 Performance Rights will
be issued to Mr Smith pursuant to the Plan, comprising 198,870
STI Performance Rights and 430,874 LTI Performance Rights.
Details of the
director’s current total
remuneration
package
• Mr Spring currently receives a total remuneration of NZ$440,000
per annum (Gross Salary) for his services as Chief Executive
Officer and Executive Director. In addition to the Gross Salary,
the Company will match any KiwiSaver contributions that Mr
Spring makes, subject to the Company only being required to
make a maximum contribution equal to 3% of the Gross Salary
plus pay a motor vehicle allowance of NZ$26,640 per annum.
• Mr Smith currently receives a total remuneration of $350,000 per
annum for his services as an Executive Director.
Mr Smith and Mr Spring are also each entitled to participate in the
Company’s Long Term and Short Term Incentive plans as they
may exist from time to time.
Number of securities
previously issued
under the scheme
and the average
acquisition price paid
for those securities

• Mr Spring has previously been issued the following Equity
Securities under the Plan:
• 169,905 Options (Ex $0.3125, Vest 11/12/24, Expire 11/12/26)
• 169,902 Options (Ex $0.3125, Vest 11/12/25, Expire 11/12/26)
• 1,200,000 Options (Ex $0.3125, Vest 11/12/24, Expire 23/1/26)
• 141,360 Performance Rights (Tranche 1, Expire 11/12/25)
• 141,360 Performance Rights (Tranche 2, Expire 11/12/25)
• 141,360 Performance Rights (Tranche 3, Expire 11/12/25)
• 141,360 Performance Rights (Tranche 4, Expire 11/12/25)
• 141,360 Performance Rights (Tranche 5, Expire 11/12/25)
• 120,000 Performance Rights (Tranche 1, Expire 31/12/26)
• 120,000 Performance Rights (Tranche 2, Expire 31/12/26)
• 120,000 Performance Rights (Tranche 3, Expire 31/12/26)
• 90,000 Performance Rights (Tranche 1, Exp 31/12/27)
• 90,000 Performance Rights (Tranche 1, Exp 31/12/27)
• Mr Smith has previously been issued the following Equity
Securities under the Plan:
• 1,200,000 Options (Ex $0.3125, Vest 11/12/24, Expire 23/1/26)
• 90,000 Performance Rights (Tranche 1, Expire 31/12/26)
• 90,000 Performance Rights (Tranche 2, Expire 31/12/26)
• 90,000 Performance Rights (Tranche 3, Expire 31/12/26)
• 90,000 Performance Rights (Tranche 1, Exp 31/12/27)
• 90,000 Performance Rights (Tranche 1, Exp 31/12/27)

Explanatory Memorandum

If the securities are not
ordinary securities,
provide a summary of
the material terms of
the securities, an
explanation as to why
that type of security is
being used and the
value the entity
attributes to that
security and its basis
A summary of the material terms of the Performance Rights is set
out above this table under the heading “Summary of material
terms of the Performance Rights”.
The Company has proposed to issue the Performance Rights to
reward and incentivise each of the Directors to contribute to the
growth of the Company. The Company believes that the grant of
the Performance Rights provides a cost effective and efficient
incentive as opposed to alternative forms of incentives (e.g.,
increased remuneration).
It is also considered that the conditions attached to the
Performance Rights, which will determine how many (and if at all)
the Performance Rights vest/ exercise, is dependent upon a
concomitant increase in the value of the Company generally.
The Company has obtained an independent valuation of the
Performance Rights utilising a underlying security spot price of
$0.50.
Item
STI Performance Rights LTI Performance Rights
1 2 3 4 5 1 2 3 4
Underlying
security
spot price
($)
0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50
Exercise
price ($)
Nil Nil Nil Nil Nil Nil Nil Nil Nil
Performan
ce period
(years)
0.73 0.73 0.73 0.73 0.73 3.73 3.73 3.73 3.73
Volatility
(%)
62.0 62.0 62.0 62.0 62.0 62.0 62.0 62.0 62.0
Risk-free
rate (%)
4.883 4.883 4.883 4.883 4.883 4.901 4.901 4.901 4.901
Dividend
yield
Nil Nil Nil Nil Nil Nil Nil Nil Nil
Number of
Rights
91,148 91,148 91,148 91,148 91,148 293,655 293,655 195,770 195,770
Valuation
per Right
($)
0.50 0.50 0.50 0.50 0.50 0.2699 0.3832 0.50 0.50
Valuation
per
Tranche
($)
45,574 45,574 45,574 45,574 45,574 79,257 112,529 97,885 97,885
As such, the total value per the above valuation of the
Performance Rights for each of the Directors is:
• Damian Spring: $345,394; and
• Sam Smith: $270,032.
Please note that Performance Rights will be valued on the date of
shareholder approval and the above is provided as a guide only.
The date or dates on
or by which the entity
will issue the securities
to the person under
the scheme
The Performance Rights will be issued as soon as possible following
the Meeting, but in any event, no later than three years of the
date of the Meeting.

Explanatory Memorandum

The price at which the
entity will issue the
securities to the
person under the
scheme
The Performance Rights will be issued for nil consideration
Summary of the
material terms of the
scheme
A summary of the Plan, under which the Performance Rights are
to be issued, is set out in Annexure A.
Summary of the
material terms of any
loan that will be made
to the person in
relation to the
acquisition
No loan will be provided to the Directors in relation to the
Performance Rights.
Statement for the
purpose of Listing Rule
10.15.11
Details of any securities issued under the Plan will be published in
the Company’s annual report relating to the period in which they
were issued, along with a statement that approval for the issue was
obtained under Listing Rule 10.14.
Any additional persons covered by Listing Rule 10.14 who will
become entitled to participate in an issue of securities under the
Plan after Resolutions 3 and 4 are approved (should they be
approved) and who are not named in this Notice of Meeting will
not participate until approval is obtained under Listing Rule 10.14.
Purpose and
explanation of the
issue
• The purpose of the issue of Performance Rights is to provide the
Directors with reward and incentive for future services they will
provide to the Company to further the progress of the
Company.
• Performance Rights are being used because the Directors
consider that Performance Rights provide a cost effective and
efficient incentive that aligns with the interests of Shareholders,
as opposed to alternative forms of incentives (e.g. cash
bonuses, increased remuneration). However, it must be
recognised that there will be an opportunity cost to the
Company, being the price at which the Company could issue
Equity Securities to a third party.
• The opportunity costs and benefits foregone by the Company
by issuing Performance Rights is the potentially dilutionary
impact on the issued share capital of the Company (in the
event that the Performance Rights vest).
• Until vested, the issue of Performance Rights will not impact
upon the number of ordinary Shares on issue in the Company.
To the extent that upon their vesting the dilutionary impact
caused with the issue of Shares will be detrimental to the
Company, this is more than offset by the advantages accruing
from the Company securing the services of experienced and
skilled Directors on appropriate incentive terms and aligned by
the relevant vesting conditions.
Taxation
Consequences
No stamp duty will be payable in respect of the grant of the
Performance Rights. No GST will be payable by the Company in

Explanatory Memorandum

respect of the grant of the Performance Rights (or if it is then it will
be recoverable as an input credit).
AASB 2 “Share Based Payments” requires that these payments shall
be measured at the more readily determinable fair value of the
equity instrument. Under the accounting standards this amount will
be expensed in the statement of financial performance. Where the
grant date and the vesting date are different the total expenditure
calculated will be allocated between the two dates taking into
account the terms and conditions attached to the instruments and
the counterparties as well as management’s assumptions about
probabilities of payments and compliance with and attainment of
the set out terms and conditions.
Explanation of the
termination
benefits
The Plan contains provisions setting out the treatment of
unexercised Performance Rights, including the Board’s discretion
to deem some or all Performance Rights to be forfeited and/ or
waive any vesting conditions attaching to those Performance
Rights in the event of cessation of employment or engagement by
the Company.
As noted above, the exercise of these discretions by the Board will
constitute a “benefit” for the purposes of the restrictions
contained in the Corporations Act’s regarding Termination
Benefits.
Value of the
termination
benefits
Various matters will or are likely to affect that value of the
Termination Benefits that the Board may give under the Plan and,
therefore the value of the Termination Benefits cannot be
determined in advance.
The value of a particular benefit resulting from the exercise of the
Board’s discretion under the Plan will depend on factors such as
the Company’s share price at the time of the exercise of this
discretion and the number of Performance Rights that the Board
decides to will not be forfeited and/ or waive the vesting
conditions in respect of. Some of the factors that may affect the
value of the Termination Benefits are as follows:
• the nature and extent of any vesting conditions waived by the
Board;
• the number of vesting conditions that have been satisfied at
the time that the Board exercises this discretion; and
• the number of unexercised Performance Rights that the
participant holds at the time that this discretion is exercised.
The Directors, other than the Eligible Directors subject to the Resolution, who abstain from
making a recommendation in respect of Resolutions 3 and 4 given their respective interests in
the outcome of the Resolutions, recommend that Shareholders vote in favour of Resolutions 3
and 4 (inclusive) and advise that they intend to vote any Shares that they own in favour of
Resolutions 3 and 4 (inclusive).
The Chair intends to vote all undirected proxies in favour of Resolutions 3 and 4.
Resolution 5 – Proposed issue of Shares pursuant to the Ardgour Station Acquisition
Background

Explanatory Memorandum

On 1 July 2025, the Company’s wholly owned subsidiary, Matakanui Gold Limited, entered into
an agreement with Bruce Duncan, Stuart Jolly and Linda Marie Jolly (as trustees of the Ardgour
Family Trust) (the Vendor) to acquire outright the Ardgour Station land, which has competing
land uses over part of the Bendigo-Opher Gold Project (the Ardgour Station Acquisition).
The Ardgour Station Acquisition extends to four land records of title covering 2,880 hectares of
land (subject to survey) including all irrigable lands, water rights and infrastructure.
The Ardgour Station Acquisition is subject to approval from the Overseas Investment Office of
New Zealand (OIO), and settlement is subject to the receipt of project consents under the Fast-
track Approvals Act 2024.
The Agreement provided for an aggregate purchase price of NZ$25 million, including NZ$5
million worth of Shares at an issue price of NZ$0.5907 per Share (calculated based on the 10-
day VWAP of Shares traded on both the ASX and New Zealand’s Stock Exchange prior to 1 July
2025), subject to Shareholder approval.
Shareholders approved the proposed issue of 8,464,534 Shares by the Company at the
Company’s 2025 Annual General Meeting, with 99.99% of votes cast in favour of the
acquisition.
However, under Listing Rule 7.3.4, the Shares were required to be issued no later than 3 months
after the date of that meeting and OIO approval was not obtained within that 3 month period.
Accordingly, the Company seeks new Shareholder approval to issue 8,464,534 Shares in order
to proceed with the Ardgour Station Acquisition following receipt of OIO approval.
Listing Rules 7.1 and 7.2
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of
Equity Securities that the Company can issue without the approval of its Shareholders over any
12-month period to 15% of the Shares it had on issue at the start of that period.
Exception 17 set out in Listing Rule 7.2 provides that an agreement to issue Equity Securities that
is conditional on the holders of the listed company’s ordinary securities approving the issue
before the issue is made shall be an exception to this prohibition, provided that if an entity relies
on this exception the listed company must not issue the Equity Securities without such approval.
Resolution 5 seeks Shareholder approval to the proposed issue of 8,464,534 Shares to facilitate
completion of the Ardgour Station Acquisition.
If Resolution 5 is passed, the Company will be able to issue the Shares to the Vendor to
complete the Ardgour Station Acquisition.
If Resolution 5 is not passed, then the Company will not be able to issue Shares to the Vendor
to complete the Ardgour Station Acquisition and the Vendors will become entitled to payment
of a cash sum equal to the higher of NZ$5,000,000 or:
푁푍$5,000,000×
푡ℎ푒 10 −푉푊퐴푃 표푓 푆ℎ푎푟푒푠 푖푚푚푒푑푖푎푡푒푙푦 푝푟푖표푟 푡표 푠푒푡푡푙푒푚푒푛푡
NZ$0.5907


For the purposes of Listing Rule 7.3, the following information is provided in respect of Resolution
5:

Party/Allottees The Shares will be issued to the Vendor (or its nominees).
Number and Class
8,464,534 Shares.

Explanatory Memorandum

The Shares are ordinary share ranking equally on and from their
date of issue.
Date of issue The Company will issue the Shares no later than 3 months after the
date of the Meeting.
Price and
Consideration
The Shares will have a deemed issue price of NZ$0.5907 per Share.
The Shares are being issued as part consideration for the Ardgour
Station Acquisition. No funds will be raised from the issue of Shares
to the Vendor as they will be issued.
Purpose To enable the Company to proceed with the Ardgour Station
Acquisition.
Material terms of
agreement
The material terms of the Ardgour Station Acquisition are set out
above this table under the heading “Background”.
Additionally, a summary of the material terms of the Ardgour
Station Acquisition are set out above.
Voting Exclusion
Statement
A voting exclusion is included in the notice in relation to Resolution
5.

Explanatory Memorandum

Resolution 6 – Approval of potential benefits in relation to Performance Rights to be
issued to Mr Craig McPherson or their nominee(s)
Background
The Company proposes to issue up to 247,166 Performance Rights to Mr Craig McPherson or his
nominee(s) under the Plan.
The terms of the Performance Rights include potential benefits which may become payable
to Mr Craig McPherson in connection with the cessation of their employment with the
Company.
As noted in the context of Resolutions 3 and 4, the Corporations Act restricts the Company
from giving Termination Benefit” to certain persons (those who hold a managerial or
executive office, as defined in the Corporations Act) on ceasing their employment with the
Company, in the absence of prior shareholder approval unless an exemption applies.
The term “benefit” is defined broadly in the Corporations Act and includes benefits arising
from the Board exercising its discretion under the rules of the Plan.
Under the terms of the Plan and subject to the Listing Rules, the Board possesses the discretion
to vary the terms or conditions of the Equity Securities.
As a result of this discretion, the Board has the power to determine that some or all of a
participant’s Equity Securities will not lapse in the event of the participant ceasing
employment or office, including as a result of death or total permanent disability.
The exercise of this discretion by the Board may constitute a Termination Benefit for the
purposes of the Corporations Act.
Accordingly, Resolution 6 seeks Shareholder approval, for the Company to potentially
provide these Termination Benefits to participants in the Plan.
Resolution 6 seek Shareholders approval for the giving of those potential Termination Benefits
for all purposes of Part 2D.2 of the Corporations Act set out in this Explanatory Memorandum.
If Resolution 6 is passed, then the Company will be permit to provide Mr McPherson with those
potential Termination Benefits should the need arise.
If Resolution 6 is not passed, then Resolution 6 will have no effect and those potential
Termination Benefits will not be able to be provided to Mr McPherson.
For the purposes of section 200E of the Corporations Act, the following information is provided
in respect of Resolution 6:
Purpose and
explanation of the
issue
• The purpose of the issue of Performance Rights is to provide
recipients with reward and incentive for future services they will
provide to the Company to further the progress of the
Company.
• Performance Rights are being used because the recipients
consider that Performance Rights provide a cost effective and
efficient incentive that aligns with the interests of Shareholders,
as opposed to alternative forms of incentives (e.g. cash
bonuses, increased remuneration). However, it must be
recognised that there will be an opportunity cost to the

Explanatory Memorandum

Company, being the price at which the Company could issue
Equity Securities to a third party.
• The opportunity costs and benefits foregone by the Company
by issuing Performance Rights is the potentially dilutionary
impact on the issued share capital of the Company (in the
event that the Performance Rights vest).
• Until vested, the issue of Performance Rights will not impact
upon the number of ordinary Shares on issue in the Company.
To the extent that upon their vesting the dilutionary impact
caused with the issue of Shares will be detrimental to the
Company, this is more than offset by the advantages accruing
from the Company securing the services of experienced and
skilled Directors on appropriate incentive terms and aligned by
the relevant vesting conditions.
Taxation
Consequences
No stamp duty will be payable in respect of the grant of the
Performance Rights. No GST will be payable by the Company in
respect of the grant of the Performance Rights (or if it is then it will
be recoverable as an input credit).
AASB 2 “Share Based Payments” requires that these payments shall
be measured at the more readily determinable fair value of the
equity instrument. Under the accounting standards this amount will
be expensed in the statement of financial performance. Where the
grant date and the vesting date are different the total expenditure
calculated will be allocated between the two dates taking into
account the terms and conditions attached to the instruments and
the counterparties as well as management’s assumptions about
probabilities of payments and compliance with and attainment of
the set out terms and conditions.
Explanation of the
termination
benefits
The Plan contains provisions setting out the treatment of
unexercised Performance Rights, including the Board’s discretion
to deem some or all Performance Rights to be forfeited and/ or
waive any vesting conditions attaching to those Performance
Rights in the event of cessation of employment or engagement by
the Company.
As noted above, the exercise of these discretions by the Board will
constitute a “benefit” for the purposes of the restrictions
contained in the Corporations Act’s regarding Termination
Benefits.
Value of the
termination
benefits
Various matters will or are likely to affect that value of the
Termination Benefits that the Board may give under the Plan and,
therefore the value of the Termination Benefits cannot be
determined in advance.
The value of a particular benefit resulting from the exercise of the
Board’s discretion under the Plan will depend on factors such as
the Company’s share price at the time of the exercise of this
discretion and the number of Performance Rights that the Board
decides to will not be forfeited and/ or waive the vesting
conditions in respect of. Some of the factors that may affect the
value of the Termination Benefits are as follows:

Explanatory Memorandum

• the nature and extent of any vesting conditions waived by the
Board;
• the number of vesting conditions that have been satisfied at
the time that the Board exercises this discretion; and
• the number of unexercised Performance Rights that the
participant holds at the time that this discretion is exercised.
The Directors recommend that Shareholders vote in favour of Resolution 6 and advise that they
intend to vote any Shares that they own in favour of Resolution 6.
The Chair intends to vote all available proxies in favour of Resolution 6.

Explanatory Memorandum

Glossary
Advisory Resolution means a Resolution which, the result of voting by Shareholders, does not
bind the Company.
AEST means Australian Eastern Standard Time.
AWST means Australian Western Standard Time.
Agreement means the Ardgour purchase agreement entered into by Matakanui Gold
Limited (or nominee), and Bruce Duncan, Stuart Jolly and Linda Marie Jolly as trustees of the
Ardgour Family Trust dated 1 July 2025.
Associate has the meaning given to that term in the Corporations Act.
ASX means ASX Limited (ABN 98 008 624 691) or the securities market operated by ASX
Limited (as the context requires).
Board means the board of Directors of the Company.
Chair means the chair of the Meeting.
Closely Related Party means, of a member of the Key Management Personnel:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant of the member or of the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the
member or be influenced by the member, in the member’s dealings with the
Company;
(e) a company the member controls; or
(f) a person prescribed by the regulations for the purpose of the above definition.
Company means Santana Minerals Limited ACN 161 946 989.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company as at the date of this Explanatory Memorandum.
Directors’ Report means the document entitled ‘Directors’ Report’ commencing on page 43 of
the Annual Report.
Eligible Entity has the meaning given to that term in the Listing Rules.
Equity Securities has the meaning given to that term in the Listing Rules.
Explanatory Memorandum means this explanatory memorandum that accompanies, and
forms part of, the Notice of Meeting.
General Meeting or Meeting means the annual general meeting of the Company to be
convened by the Notice of Meeting.
Key Management Personnel means those persons having authority and responsibility for
planning, directing and controlling the activities of the Company, directly or indirectly,
including any Director (whether executive or otherwise).
Income Tax Assessment Act means the Income Tax Assessment Act 1997 (Cth).
Listing Rules means the listing rules of the ASX.
LTI Performance Rights means Performance Rights subject to the long-term incentive
Performance Conditions set out in Annexure C.
Market Value means, at any given date, the volume weighted average price per Share
traded on the ASX over the 5 trading days immediately preceding that given date, unless
otherwise specified in an invitation.

Explanatory Memorandum

Notice of Meeting means the notice convening the general meeting of Shareholders that
accompanies this Explanatory Memorandum.
NZDT means New Zealand Daylight Time.
Option means an option to subscribe for a Share.
Ordinary Resolution means a resolution passed by more than 50% of the votes at a general
meeting of Shareholders.
Performance Right means a right granted under the terms of the Plan to acquire Shares in the
Company.
Related Party has the meaning given to that term in the Listing Rules.
Resolution means a resolution referred to in this Notice of Meeting.
Remuneration Report means the section of the Directors’ Report in the Annual Report dealing
with the remuneration of the Company’s Directors, Company Secretary and senior
executives described as ‘Remuneration Report’.
Shareholder means a holder of a Share.
Share means a fully paid ordinary share in the capital of the Company.
Special Resolution means a resolution:
(a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations
Act; and
(b) passed by at least 75% of the votes cast by members entitled to vote on the Resolution.
STI Performance Rights means Performance Rights subject to the short-term incentive
Performance Conditions set out in Annexure B.
Trading Days has the meaning given to that term in the Listing Rules.

Explanatory Memorandum

Annexure A – Summary of Employee Incentive Securities Plan
The following is a summary of the principal terms of the Employee Incentive Securities Plan of
the Company (Plan).
Purpose
The purpose of the Plan is to:
• assist in the reward, retention and motivation of Eligible Employees;
• link the reward of Eligible Employees to Shareholder value creation; and
• align the interests of Eligible Employees with Shareholders of the Group
(being the Company and its associated entities), by providing an
opportunity to Eligible Employees to receive an equity interest in the
Company in the form of securities.
Plan
administration
The Plan will be administered by the Board. The Board may exercise any power
or discretion conferred on it by the terms of the Plan in its sole and absolute
discretion except to the extent that it prevents the Company relying on the
deferred tax concessions under Subdivision 83A-C of the Income Tax
Assessment Act. The Board may delegate its powers and discretion.
Eligibility,
invitation and
application
The Board may from time to time determine that an Eligible Employee may
participate in the Plan and make an invitation to that Eligible Employee to
apply for any (or any combination of) Options and Performance Rights
provided under the Plan on such terms and conditions as the Board decides.
On receipt of an invitation, an Eligible Employee may apply for the securities
the subject of the invitation by sending a completed application form to the
Company. The Board may accept an application from an Eligible Employee in
whole or in part.
If an Eligible Employee is permitted in the invitation, the Eligible Employee may,
by notice in writing to the Board, nominate a party in whose favour the Eligible
Employee wishes to renounce the invitation.
Grant of
securities

The Company will, to the extent that it has accepted a duly completed
application, grant the participant the relevant number and type of securities,
subject to the terms and conditions set out in the invitation, the terms of the
Plan and any ancillary documentation required.
Rights
attaching to
securities
Prior to an Option or Performance Right being exercised, the holder:
• does not have any interest (legal, equitable or otherwise) in any Share
the subject of the convertible security other than as expressly set out in
the Plan;
• is not entitled to receive notice of, vote at or attend a meeting of the
Shareholders of the Company;
• is not entitled to receive any dividends declared by the Company; and
• is not entitled to participate in any new issue of Shares (see ‘Adjustment
of convertible securities’ section below).
Vesting of
convertible
securities
Any vesting conditions applicable to the Options or Performance Rights will be
described in the invitation. If all the vesting conditions are satisfied and/or
otherwise waived by the Board, a vesting notice will be sent to the participant
by the Company informing them that the relevant securities have vested.
Unless and until the vesting notice is issued by the Company, the securities will
not be considered to have vested. For the avoidance of doubt, if the vesting
conditions relevant to an Option or Performance Right are not satisfied and/or
otherwise waived by the Board, that security will lapse.
Exercise of
convertible
securities and
cashless
exercise
To exercise a security, the participant must deliver a signed notice of exercise
and, subject to a cashless exercise (see next paragraph below), pay the
exercise price (if any) to or as directed by the Company, at any time following
vesting of the Option or Performance Right (if subject to vesting conditions)
and prior to the expiry date as set out in the invitation or vesting notice. An

Explanatory Memorandum

invitation to apply for Options or Performance Right may specify that at the
time of exercise of the Options or Performance Right, the participant may elect
not to be required to provide payment of the exercise price for the number of
Options or Performance Right specified in a notice of exercise, but that on
exercise of those Options or Performance Right, the Company will transfer or
issue to the participant that number of Shares equal in value to the positive
difference between the Market Value of the Shares at the time of exercise and
the exercise price that would otherwise be payable to exercise those Options
or Performance Right.
An Option or a Performance Right may not be exercised unless and until that
security has vested in accordance with the terms of the Plan, or such earlier
date as set out in the Plan.
Timing of issue
of Shares and
quotation of
Shares on
exercise
As soon as practicable after the valid exercise of an Option or a Performance
Right by a participant, the Company will issue or cause to be transferred to
that participant the number of Shares to which the participant is entitled under
the terms of the Plan and issue a substitute certificate for any remaining
unexercised securities held by that participant.
Restrictions on
dealing with
securities
A holder may not sell, assign, transfer, grant a security interest over or otherwise
deal with an Option or a Performance Right that has been granted to them
unless otherwise determined by the Board. A holder must not enter into any
arrangement for the purpose of hedging their economic exposure to an
Option or a Performance Right that has been granted to them.
However, in Special Circumstances as defined under the Plan (including in the
case of death, total or permanent disability, retirement, redundancy or severe
financial hardship of the participant) a participant may deal with convertible
securities granted to them under the Plan with the consent of the Board which
may be withheld in its absolute discretion.
Listing of
convertible
securities
An Option or a Performance Right granted under the Plan will not be quoted
on the ASX or any other recognised exchange. The Board reserves the right in
its absolute discretion to apply for quotation of an Option or Performance Right
granted under the Plan on the ASX or any other recognised exchange.
Forfeiture of
convertible
securities
Options and Performance Rights will be forfeited in the following
circumstances:
• where a participant who holds Options or Performance Rights ceases to
be an Eligible Employee, all unvested convertible securities will
automatically be forfeited by the participant, unless the Board otherwise
determines in its discretion to permit some or all of the convertible
securities to vest;
• where a participant acts fraudulently or dishonestly, negligently, in
contravention of any Group policy or wilfully breaches their duties to the
Group;
• where there is a failure to satisfy the vesting conditions in accordance
with the Plan;
• on the date the participant becomes insolvent; or
• on the expiry date of the Options or Performance Rights,
unless the Board otherwise determines.
Change of
control
If a change of control event occurs, or the Board determines that such an
event is likely to occur, the Board may in its discretion determine the manner in
which any or all of the holder's Options or Performance Rights will be dealt with,
including, without limitation, in a manner that allows the holder to participate
in and/ or benefit from any transaction arising from or in connection with the
change of control event.

Explanatory Memorandum

Adjustment of
convertible
securities
If there is a reorganisation of the issued share capital of the Company
(including any subdivision, consolidation, reduction, return or cancellation of
such issued capital of the Company), the rights of each participant holding
Options or Performance Rights will be changed to the extent necessary to
comply with the Listing Rules applicable to a reorganisation of capital at the
time of the reorganisation.
If Shares are issued by the Company by way of bonus issue (other than an issue
in lieu of dividends or by way of dividend reinvestment), the holder of Options
or Performance Rights is entitled, upon exercise of those securities, to receive
an issue of as many additional Shares as would have been issued to the holder
if the holder held Shares equal in number to the Shares in respect of which the
Options or Performance Rights are exercised.
Unless otherwise determined by the Board, a holder of Options or Performance
Rights does not have the right to participate in a pro rata issue of Shares made
by the Company or sell renounceable rights.
Rights
attaching to
Shares
All Shares issued or transferred under the Plan or issued or transferred to a
participant upon the valid exercise of an Option or a Performance Right, will
rank equally in all respects with the Shares of the same class for the time being
on issue except for any rights attaching to the Shares by reference to a record
date prior to the date of the allotment or transfer of the Shares. A participant
will be entitled to any dividends declared and distributed by the Company on
the Shares issued upon exercise of an Option or a Performance Right and may
participate in any dividend reinvestment plan operated by the Company in
respect of Shares. A participant may exercise any voting rights attaching to
Shares issued under the Plan.
Disposal
restrictions on
Shares
If the invitation provides that any Shares issued upon the valid exercise of an
Option or a Performance Right are subject to any restrictions as to the disposal
or other dealing by a participant for a period, the Board may implement any
procedure it deems appropriate to ensure the compliance by the participant
with this restriction.
For so long as a Share is subject to any disposal restrictions under the Plan, the
participant will not:
• transfer, encumber or otherwise dispose of, or have a security interest
granted over that Share; or
• take any action or permit another person to take any action to remove
or circumvent the disposal restrictions without the express written consent
of the Company.
General
Restrictions on
Transfer of
Shares
If the Company is required but is unable to give ASX a notice that complies
with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of an
Option or a Performance Rights may not be traded until 12 months after their
issue unless the Company, at its sole discretion, elects to issue a prospectus
pursuant to section 708A(11) of the Act.
Restrictions are imposed by applicable law on dealing in Shares by persons
who possess material information likely to affect the value of the Shares and
which is not generally available. These laws may restrict the acquisition or
disposal of Shares by you during the time the holder has such information.
Any Shares issued to a holder upon exercise of an Option or a Performance
Right shall be subject to the terms of the Company’s Securities Trading Policy.
Buy-Back
Subject to applicable law, the Company may at any time buy-back Options or
Performance Rights in accordance with the terms of the Plan.
Employee
Share Trust
The Board may in its sole and absolute discretion use an employee share trust
or other mechanism for the purposes of holding securities for holders under the
Plan and delivering Shares on behalf of holders upon exercise of Options or
Performance Rights.

Explanatory Memorandum

Maximum
number of
securities
The Company will not make an invitation under the Plan which involves
monetary consideration if the number of Shares that may be issued, or
acquired upon exercise of Options or Performance Rights offered under an
invitation, when aggregated with the number of Shares issued or that may be
issued as a result of all invitations under the Plan during the 3 year period
ending on the day of the invitation, will exceed 5% of the total number of
issued Shares at the date of the invitation (unless the Constitution specifies a
different percentage and subject to any limits approved by Shareholders
under Listing Rule 7.2 Exception 13(b).
Amendment
of Plan
Subject to the following paragraph, the Board may at any time amend any
provisions of the Plan, including (without limitation) the terms and conditions
upon which any securities have been granted under the Plan and determine
that any amendments to the terms of the Plan be given retrospective effect,
immediate effect or future effect.
No amendment to any provision of the Plan may be made if the amendment
materially reduces the rights of any participant as they existed before the date
of the amendment, other than an amendment introduced primarily for the
purpose of complying with legislation or to correct manifest error or mistake,
amongst other things, or is agreed to in writing by all participants.
Plan duration
The Plan continues in operation until the Board decides to end it. The Board
may from time to time suspend the operation of the Plan for a fixed period or
indefinitely and may end any suspension. If the Plan is terminated or
suspended for any reason, that termination or suspension must not prejudice
the accrued rights of the participants.
If a participant and the Company (acting by the Board) agree in writing that
some or all of the securities granted to that Participant are to be cancelled on
a specified date or on the occurrence of a particular event, then those
securities may be cancelled in the manner agreed between the Company
and the participant.
Income Tax
Assessment
Act
The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act
applies (subject to the conditions in that Act) except to the extent an invitation
provides otherwise.

Explanatory Memorandum

Annexure B – Summary of Performance Conditions for STI Performance Rights
Tranche STI Measure Threshold Target Stretch
1
Project
development
and approvals
Delivery of all
FTA application
documentation
in line with the
Panel’s
requirements.
Delivery of FTA
approval, Mine
Management Plan
and Environmental
Management Plan
certified, and
commencement of
critical path
construction and
mining activities by 31
March 2027.
Delivery of FTA
approval, Mine
Management Plan
and Environmental
Management Plan
certified, and
commencement of
critical path
construction and
mining activities by
31 January 2027.
2
Financial
management,
budgeting and
cost control
Expenditure
aligned with the
Board-approved
budget and
appropriate
forecasting,
reporting and
financial
controls
maintained
Delivery of physical
and financial
outcomes within 5% of
the Board-approved
budget.
Delivery of physical
and financial
outcomes of more
than 10% below the
approved budget.
3
Development
financing
Maintain
adequate
liquidity and
funding
readiness to
support the
approved
program
Achievement of credit
approved funding to
achieve financial
investment decision
on or before 30 April
2027 on Board
approved terms.
Achievement of
credit approved
funding outcomes
to achieve financial
investment decision
on or before 30 April
2027 on 70% debt
funding and a total
cost of debt of 9%.
4
Statutory and
stakeholder
engagement
Compliance
with all statutory
and consenting
conditions.
Maintaining a
strong social
licence to
support the
development of
the project.
Maintain
dialogue and
engagement
with Iwi on
cultural and
heritage
matters.
Timely engagement
and resolution of
statutory and
consenting matters.
No material breach of
statutory and
consenting conditions.
Maintain positive
engagement key
stakeholders to ensure
no major changes
result that would
impact project
development. Support
Iwi enterprise and
cultural initiatives in
project development.
Strong
statutory/regulatory,
community and Iwi
endorsement and
acceptance of
project
development.

Explanatory Memorandum

5
Safety Targeting Zero
Harm.
Establishing,
maintaining and
implementing
detailed safety
management
plans policies
and procedures.
Zero major or
catastrophic safety
incident or injury to
employees or
contractors.

Ensuring all
stakeholders,
contractors and
employees are
adequately inducted
and trained to
perform their roles.
And registers
maintained.
Zero notifiable
safety incident or
injury to employees
or contractors.

Explanatory Memorandum

Annexure C – Summary of Performance Conditions for LTI Performance Rights
Tranche LTI Measure Target
1 Absolute Total Shareholder Return
The Company achieves absolute share price
growth of 100% from 30 June 2026 to 30 June
2029, measured using the 20-day VWAP at each
date.
2 Relative Total Shareholder Return
The Company's share price performance from
30 June 2026 to 30 June 2029 ranks at or above
the 75
th
percentile relative to a Peer Group
Company over the same period, measured
using the 20-day VWAP at each date.
3 Project Delivery Commercial Production declared.
4 Growth in Minerals Resource
An additional 1 million ounces of JORC-
compliant Mineral Resources, measured against
the total Mineral Resource reported as at 30
June 2026.
Further information in respect of Tranche 1
LTI 1 Performance Rights vest subject to a Share Performance Condition over the period as
follows.
If Absolute Total Shareholder Return (ATSR) is less than 50% then 0% of the rights will be capable
of vesting.
If ATSR is more than 100% then 100% of attributable rights will be capable of vesting.
Otherwise, an ATSR between 50% and 100% means only those attributable rights will be
capable of vesting on a straight-line basis between 0 and 100%.
Further information in respect of Tranche 2
LTI 2 Performance Rights are subject to a relative Share price Performance Condition (RTSR).
For this Performance Condition, the percentage of LTI Performance Rights that will become
eligible for vesting will be determined by comparing the Company’s Share price performance
over the three-year period, calculated using the 20-day VWAP at 30 June 2026 and at 30 June
2029, against the performance of a Peer Group.
For the purposes of this Annexure C, the “Peer Group” includes:
• Astral Resources Limited
• Rox Resources Limited
• Minerals 260 Limited
• Brightstar Resources Limited
• Benz Mining Corp Limited
• Southern Cross Gold Limited
• Black Cat Syndicate Limited
• Meeka Metals Limited
• Medallion Metals Limited
• Horizon Minerals Limited
• Pantoro Gold Limited
• Barton Gold Limited

Explanatory Memorandum

• New Murchison Limited
If RTSR is below the <50th percentile – 0% attributable rights will become capable of vesting.
If RTSR is at the 50
th
percentile then 50% of the attributable rights become capable of vesting.
If RTSR is at the 75th percentile then 100% of the attributable rights become capable of vesting.
Otherwise, an RTSR between the 50th percentile and 75
th
percentile means only those
attributable rights will be capable of vesting on a straight-line basis between 50% and 100%.
The Board will, however, retain the discretion to deem the Share price Performance Condition
as being met in the event that the Company's share price at 30 June in a particular year is
below the Company's Share price on 1 July of the preceding year.
Further information in respect of Tranche 4
LTI 4 Performance Rights are subject to the growth of the Company’s aggregate JORC-
compliant Mineral Resources (as reported to the ASX) during the period from 30 June 2026 to
30 June 2029 (inclusive of Inferred, Indicated and Measured categories). All current and future
projects owned or acquired by the Company or its related entities will be eligible for inclusion
in the aggregate calculation.

SMI PRX2602N
*SMI PRX2602N*
I/We being a member(s) of Santana Minerals Limited and entitled to attend and vote hereby appoint:
PROXY FORM
STEP 1
STEP 3
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the
power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the
form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Shareholder 1 (Individual)Joint Shareholder 2 (Individual)Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)Director
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
LODGE YOUR VOTE

ONLINE
https://au.investorcentre.mpms.mufg.com

BY MAIL
Santana Minerals Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia


BY FAX
+61 2 9287 0309

BY HAND
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150; or
Liberty Place, Level 41,
61 Castlereagh Street, Sydney NSW 2000

ALL ENQUIRIES TO
Telephone: 1300 554 474 Overseas: +61 1300 554 474
STEP 2
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an
T
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted
in computing the required majority on a poll.

Resolutions
VOTING DIRECTIONS
ForAgainstAbstain*
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our
behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy
sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AWST) / 3:00pm (NZDT) on Monday, 30 November 2026 (the Meeting) and
at any postponement or adjournment of the Meeting.
The Meeting will be conducted as a hybrid event. You can participate by attending in person at Level 5, Westralia Square 2, 143 St Georges Terrace, Perth
WA 6000 or logging in online at https://meetings.openbriefing.com/SMl26 (refer to details in the Virtual Annual General Meeting Online Guide).
Important for Resolutions 1, 3 & 4: If the Chairperson of the Meeting is your proxy, either by appointment or by default, and you have not indicated your
voting intention below, you expressly authorise the Chairperson of the Meeting to exercise the proxy in respect of Resolutions 1, 3 & 4, even though the
Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP). Refer to additional
voting exclusion statement overleaf.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
APPOINT A PROXY
ForAgainstAbstain*
3 Approval to issue 804,846
Performance Rights to Mr Damian
Spring (or his nominated Associate)
4 Approval to issue 629,744
Performance Rights to Mr Sam Smith
(or his nominated Associate)
1 Remuneration Report
2 Re-Election of Mr Peter Cook6 Approval of potential benefits in
relation to Performance Rights to
Mr Craig McPherson or his nominee(s)
5 Proposed issue of Shares to the
Vendor pursuant to the Ardgour Station
Acquisition
the Chairman of the
Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your
proxy, please write the name and email of the person or body corporate
you are appointing as your proxy. An email will be sent to your
appointed proxy with details on how to access the virtual meeting,
Name
Email
*X99999999999*
X99999999999
ABN 37 161 946 989

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company’s share
register. If this information is incorrect, please make the correction on
the form. Shareholders sponsored by a broker should advise their broker
of any changes. Please note: you cannot change ownership of your
shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark
the box in Step 1. If you wish to appoint someone other than the Chairman
of the Meeting as your proxy, please write the name and email of that
individual or body corporate in Step 1. A proxy need not be a shareholder
of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default
to the Chairman of the Meeting, who is required to vote those proxies as
directed. Any undirected proxies that default to the Chairman of the
Meeting will be voted according to the instructions set out in this Proxy
Form, including where the Resolutions are connected directly or indirectly
with the remuneration of KMP.
Voting Exclusion Statements (Resolutions 1, 3 & 4) – Sections 200E
and 224 of the Corporations Act
A person must not cast a vote, and the Company will disregard any votes
cast, (in any capacity) on Resolutions 1, 3 & 4 by or on behalf of:
(a) the relevant Director the subject of the Resolution; or
(b) an Associate of such a Director.
However, this does not apply to a vote cast on Resolution 1, 3 & 4 by:
(a) a person as a proxy appointed in writing that specifies how the proxy
is to vote on the Resolution; and
(b) it is not cast on behalf of the relevant Director the subject of the
Resolution or an Associate of such a person.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in 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 they choose. If you mark more than one box on an item your vote
on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the
Meeting and vote on a poll. If you wish to appoint a second proxy, an
additional Proxy Form may be obtained by telephoning the Company’s
share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the
percentage of your voting rights or number of shares applicable to that
form. If the appointments do not specify the percentage or number of
votes that each proxy may exercise, each proxy may exercise half your
votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either
shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the
Power of Attorney with the registry. If you have not previously lodged this
document for notation, please attach a certified photocopy of the Power
of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole
Company Secretary, this form must be signed by that person. If the
company (pursuant to section 204A of the Corporations Act 2001) does
not have a Company Secretary, a Sole Director can also sign alone.
Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please indicate the office held by signing
in the appropriate place.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed)
must be received at an address given below by 10:00am (AWST) /
3:00pm (NZDT) on Saturday, 28 November 2026, being not later
than 48 hours before the commencement of the Meeting. Any Proxy
Form received after that time will not be valid for the scheduled
Meeting.
Proxy Forms may be lodged using the reply paid envelope or:

ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown
on the Proxy Form. Select ‘Voting’ and follow the prompts to
lodge your vote. To use the online lodgement facility,
shareholders will need their “Holder Identifier” - Shareholder
Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
Our voting website is designed specifically
for voting online. You can now lodge
your proxy by scanning the QR code
adjacent or enter the voting link
https://au.investorcentre.mpms.mufg.
com into your mobile device. Log in using
the Holder Identifier and postcode for your
shareholding.
QR Code
To scan the code you will need a QR code reader application
which can be downloaded for free on your mobile device.

BY MAIL
Santana Minerals Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235
Australia

BY FAX
+61 2 9287 0309

BY HAND
delivering it to MUFG Corporate Markets (AU) Limited*
Parramatta Square
Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150
or
Liberty Place
Level 41
161 Castlereagh Street
Sydney NSW 2000
*During business hours Monday to Friday (9:00am - 5:00pm)
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the
appropriate “Certificate of Appointment of Corporate Representative”
must be received at support@cm.mpms.mufg.com prior to admission
in accordance with the Notice of Annual Annual General Meeting. A form
of the certificate may be obtained from the Company’s share registry
or online at www.mpms.mufg.com/en/mufg-corporate-markets.

SMI PRX2602N
*SMI PRX2602N*
I/We being a member(s) of Santana Minerals Limited and entitled to attend and vote hereby appoint:
PROXY FORM
STEP 1
STEP 3
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the
power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the
form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Shareholder 1 (Individual)Joint Shareholder 2 (Individual)Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)Director
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
LODGE YOUR VOTE

ONLINE
https://au.investorcentre.mpms.mufg.com

BY MAIL
Santana Minerals Limited
C/- MUFG Corporate Markets (AU) Limited
PO BOX 91976
Auckland 1142


BY FAX
+61 2 9287 0309

BY HAND
MUFG Corporate Markets (AU) Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010

ALL ENQUIRIES TO
Telephone: +64 9 375 5998
STEP 2
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an
T
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted
in computing the required majority on a poll.

3 Approval to issue 804,846
Performance Rights to Mr Damian
Spring (or his nominated Associate)
4 Approval to issue 629,744
Performance Rights to Mr Sam Smith
(or his nominated Associate)
Resolutions
VOTING DIRECTIONS
ForAgainstAbstain*
APPOINT A PROXY
1 Remuneration Report
2 Re-Election of Mr Peter Cook6 Approval of potential benefits in
relation to Performance Rights to
Mr Craig McPherson or his nominee(s)
5 Proposed issue of Shares to the
Vendor pursuant to the Ardgour Station
Acquisition
ForAgainstAbstain*
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our
behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy
sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AWST) / 3:00pm (NZDT) on Monday, 30 November 2026 (the Meeting) and
at any postponement or adjournment of the Meeting.
The Meeting will be conducted as a hybrid event. You can participate by attending in person at Level 5, Westralia Square 2, 143 St Georges Terrace, Perth
WA 6000 or logging in online at https://meetings.openbriefing.com/SMl26 (refer to details in the Virtual Annual General Meeting Online Guide).
Important for Resolutions 1, 3 & 4: If the Chairperson of the Meeting is your proxy, either by appointment or by default, and you have not indicated your
voting intention below, you expressly authorise the Chairperson of the Meeting to exercise the proxy in respect of Resolutions 1, 3 & 4, even though the
Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP). Refer to additional
voting exclusion statement overleaf.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
the Chairman of the
Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your
proxy, please write the name and email of the person or body corporate
you are appointing as your proxy. An email will be sent to your
appointed proxy with details on how to access the virtual meeting,
Name
Email
*X99999999999*
X99999999999
ABN 37 161 946 989

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed)
must be received at an address given below by 10:00am (AWST) /
3:00pm (NZDT) on Saturday, 28 November 2026, being not later
than 48 hours before the commencement of the Meeting. Any Proxy
Form received after that time will not be valid for the scheduled
Meeting.
Proxy Forms may be lodged using the reply paid envelope or:

ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown
on the Proxy Form. Select ‘Voting’ and follow the prompts to
lodge your vote. To use the online lodgement facility,
shareholders will need their “Holder Identifier” - Common
Shareholder Number (CSN).
BY MOBILE DEVICE
Our voting website is designed specifically
for voting online. You can now lodge
your proxy by scanning the QR code
adjacent or enter the voting link
https://au.investorcentre.mpms.mufg.
com into your mobile device. Log in using
the Holder Identifier and postcode for your
shareholding.
QR Code
To scan the code you will need a QR code reader application
which can be downloaded for free on your mobile device.

BY MAIL
Santana Minerals Limited
C/- MUFG Corporate Markets (AU) Limited
PO BOX 91976
Auckland 1142

BY FAX
+61 2 9287 0309

BY HAND
delivering it to MUFG Corporate Markets (AU) Limited*
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
*During business hours Monday to Friday (9:00am - 5:00pm)
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company’s share
register. If this information is incorrect, please make the correction on
the form. Shareholders sponsored by a broker should advise their broker
of any changes. Please note: you cannot change ownership of your
shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark
the box in Step 1. If you wish to appoint someone other than the Chairman
of the Meeting as your proxy, please write the name and email of that
individual or body corporate in Step 1. A proxy need not be a shareholder
of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default
to the Chairman of the Meeting, who is required to vote those proxies as
directed. Any undirected proxies that default to the Chairman of the
Meeting will be voted according to the instructions set out in this Proxy
Form, including where the Resolutions are connected directly or indirectly
with the remuneration of KMP.
Voting Exclusion Statements (Resolutions 1, 3 & 4) – Sections 200E
and 224 of the Corporations Act
A person must not cast a vote, and the Company will disregard any votes
cast, (in any capacity) on Resolutions 1, 3 & 4 by or on behalf of:
(a) the relevant Director the subject of the Resolution; or
(b) an Associate of such a Director.
However, this does not apply to a vote cast on Resolution 1, 3 & 4 by:
(a) a person as a proxy appointed in writing that specifies how the proxy
is to vote on the Resolution; and
(b) it is not cast on behalf of the relevant Director the subject of the
Resolution or an Associate of such a person.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in 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 they choose. If you mark more than one box on an item your vote
on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the
Meeting and vote on a poll. If you wish to appoint a second proxy, an
additional Proxy Form may be obtained by telephoning the Company’s
share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the
percentage of your voting rights or number of shares applicable to that
form. If the appointments do not specify the percentage or number of
votes that each proxy may exercise, each proxy may exercise half your
votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either
shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the
Power of Attorney with the registry. If you have not previously lodged this
document for notation, please attach a certified photocopy of the Power
of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole
Company Secretary, this form must be signed by that person. If the
company (pursuant to section 204A of the Corporations Act 2001) does
not have a Company Secretary, a Sole Director can also sign alone.
Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please indicate the office held by signing
in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the
appropriate “Certificate of Appointment of Corporate Representative”
must be received at support@cm.mpms.mufg.com prior to admission
in accordance with the Notice of Annual Annual General Meeting. A form
of the certificate may be obtained from the Company’s share registry
or online at www.mpms.mufg.com/en/mufg-corporate-markets.