Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
VENARI MINERALS NL
(FORMERLY KNOWN AS ASTUTE METALS NL)
ACN 007 090 904
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 10:30am (AEDT)
DATE: 21 November 2025
PLACE: Offices of Venari Minerals NL
Suite 116, Level 1, 165 - 167 to Phillip Street
SYDNEY NSW 2000
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001
(Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at
7:00pm AEDT on 19 November 2025.
5955-01/3781790_10 1
BUSINESS OF THE MEETING
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year
ended 30 June 2025 together with the declaration of the Directors, the Director’s report,
the Remuneration Report and the auditor’s report.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other
purposes, approval is given for the adoption of the Remuneration Report as
contained in the Company’s annual financial report for the financial year ended
30 June 2025.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
3. RESOLUTION 2 – ELECTION OF A DIRECTOR – VINCENT FAYAD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purpose of clause 12.2 of the Constitution, Listing Rule 14.5 and for all
other purposes, Vincent Fayad, a Director, retires by rotation, and being eligible, is
re-elected as a Director.”
4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is
given for the Company to issue up to that number of Equity Securities equal to 10%
of the issued capital of the Company at the time of issue, calculated in accordance
with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and
conditions set out in the Explanatory Statement.”
5. RESOLUTION 4 – CONSOLIDATION OF CAPITAL
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
"That, pursuant to section 254H of the Corporations Act and for all other purposes,
Shareholders approve the consolidation of the issued capital of the Company on
the basis that:
(a) every 10 Shares be consolidated into 1 Share;
(b) every 10 Options be consolidated into 1 Option; and
(c) every 10 Performance Rights be consolidated into 1 Performance Right,
with fractional entitlements rounded down to the nearest whole Security."
Dated: 22 October 2025
5955-01/3781790_10 2
Voting Prohibition Statements
Resolution 1 – Adoption of
Remuneration Report
A vote on this Resolution must not be cast (in any capacity) by or on behalf of
either of the following persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the
proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this
Resolution; and
(ii) 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.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the 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 Resolution, in
accordance with a direction given to the Chair to vote on the 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:
(i) 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
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
5955-01/3781790_10 3
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may
specify the proportion or number of votes each proxy is appointed to exercise. If the
Shareholder appoints two proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 2 8046 2799.
5955-01/3781790_10 4
E X PL A N A T O R Y S T A T E M E N T
This Explanatory Statement has been prepared to provide information which the Directors believe
to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt
and consideration of the annual financial report of the Company for the financial year
ended 30 June 2025 together with the declaration of the Directors, the Directors’ report,
the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to
Shareholders unless specifically requested to do so. The Company’s annual financial report
is available on its website at www.venariminerals.com.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a
resolution that the remuneration report to be adopted must be put to the shareholders.
However, such a resolution is advisory only and does not bind the company or the directors
of the company.
The remuneration report sets out the company’s remuneration arrangements for the
directors and senior management of the company. The remuneration report is part of the
directors’ report contained in the annual financial report of the company for a financial
year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask
questions about or make comments on the remuneration report at the annual general
meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of
another meeting of shareholders to consider the appointment of directors of the company
(Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast
on a remuneration report resolution are voted against adoption of the remuneration report
and at the first of those annual general meetings a Spill Resolution was not put to vote. If
required, the Spill Resolution must be put to vote at the second of those annual general
meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must
convene a shareholder meeting (Spill Meeting) within 90 days of the second annual
general meeting.
All of the directors of the company who were in office when the directors' report (as
included in the company’s annual financial report for the most recent financial year) was
approved, other than the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for re-election at the Spill
Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the
company is approved will be the directors of the company.
2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the
remuneration report considered at that annual general meeting were less than 25%.
Accordingly, the Spill Resolution is not relevant for this Meeting.
5955-01/3781790_10 5
3. RESOLUTION 2 – ELECTION OF A DIRECTOR – VINCENT FAYAD
3.1 General
Listing Rule 14.5 provides that an entity which has directors must hold an election of
directors at each annual general meeting.
The Constitution sets out the requirements for determining which Directors are to retire by
rotation at an annual general meeting.
Vincent Fayad, who has held office without re-election since 22 November 2023 and being
eligible retires by rotation and seeks re-election.
Further information in relation to Mr Fayad is set out below.
Qualifications,
experience and
other material
directorships
Mr Fayad is a Chartered Accountant with over 40 years’
experience in management, mergers and acquisitions, and debt
and equity transactions in various sectors including mining and
exploration. He is an experienced former Director, Chairman and
advisor to a number of listed companies, including various
resources companies.
Term of office Mr Fayad has served as a Director of the Company since 10
October 2017.
Independence If re-elected and having considered the role and responsibilities
of Mr Fayad in relation to the Company in accordance with the
guidelines of the ASX Corporate Governance Council, the Board
considers Mr Fayad not to be an independent Director of the
Company.
Other material
information
The Company conducts appropriate checks on the background
and experience of candidates before their appointment to the
Board. These include checks as to a person’s experience,
educational qualifications, and criminal record The Company
undertook such checks prior to the appointment of Mr Healy.
Board
recommendation
Having received an acknowledgement from Mr Fayad that he
will have sufficient time to fulfil their responsibilities as a Director
and having reviewed the performance of Mr Fayad since his
appointment to the Board and the skills, knowledge, experience
and capabilites required by the Board, the Directors (other than
Mr Fayad) recommend that Shareholders vote in favour of this
Resolution.
3.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Fayad will be re-elected to the Board as non-executive
Director of the Company.
If this Resolution is not passed, Mr Fayad will not continue in their role as non-executive
Director. The Company will begin to seek nominations or otherwise identify suitably
qualified candidates to join the Company to replace Mr Fayad. As an additional
consequence, this may detract from the Board and Company’s ability to execute on its
strategic vision.
4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
4.1 General
This Resolution seeks Shareholder approval by way of special resolution for the Company
to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue
Equity Securities without Shareholder approval.
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount
of equity securities that a listed company can issue without the approval of its shareholders
over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start
of that period.
5955-01/3781790_10 6
Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a
special resolution passed at its annual general meeting to increase this 15% limit by an
extra 10% to 25% (7.1A Mandate). An Eligible Entity means an entity which is not included
in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the
date of this Notice, the Company’s market capitalisation is $19.02 million. The Company is
therefore an Eligible Entity.
4.2 Technical information required by Listing Rule 14.1A
For this Resolution to be passed, at least 75% of votes cast by Shareholders present and
eligible to vote at the Meeting must be cast in favour of the Resolution.
If this Resolution is passed, the Company will be able to issue Equity Securities up to the
combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If this Resolution is not passed, the Company will not be able to access the additional 10%
capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A
and will remain subject to the 15% limit on issuing Equity Securities without Shareholder
approval set out in Listing Rule 7.1.
4.3 Technical information required by Listing Rule 7.3A
REQUIRED
INFORMATION
DETAILS
Period for which
the 7.1A Mandate
is valid
The 7.1A Mandate will commence on the date of the Meeting and
expire on the first to occur of the following:
(a) the date that is 12 months after the date of this Meeting;
(b) the time and date of the Company’s next annual
general meeting; and
(c) the time and date of approval by Shareholders of any
transaction under Listing Rule 11.1.2 (a significant change
in the nature or scale of activities) or Listing Rule 11.2
(disposal of the main undertaking).
Minimum price Any Equity Securities issued under the 7.1A Mandate must be in an
existing quoted class of Equity Securities and be issued for cash
consideration at a minimum price of 75% of the volume weighted
average price of Equity Securities in that class, calculated over the
15 trading days on which trades in that class were recorded
immediately before:
(a) the date on which the price at which the Equity Securities
are to be issued is agreed by the entity and the recipient
of the Equity Securities; or
(b) if the Equity Securities are not issued within 10 trading
days of the date in paragraph (a) above, the date on
which the Equity Securities are issued.
Use of funds The Company intends to use funds raised from issues of Equity
Securities under the 7.1A Mandate for the continued exploration
expenditure on the Company’s mining projects, in particular, the
Needles Gold, Georgina Basin and Red Mountain Projects, the
review of technologies for the processing of the Company’s
mineral sands projects, acquisition of new assets and investments
(including expenses associated with such an acquisition) and
general working capital.
Risk of economic
and voting
dilution
Any issue of Equity Securities under the 7.1A Mandate will dilute the
interests of Shareholders who do not receive any Shares under the
issue.
If this Resolution is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under
5955-01/3781790_10 7
REQUIRED
INFORMATION
DETAILS
the 7.1A Mandate, the economic and voting dilution of existing
Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in Listing Rule
7.1A.2, on the basis of the closing market price of Shares and the
number of Equity Securities on issue and proposed to be issued as
at 17 October 2025.
The table also shows the voting dilution impact where the number
of Shares on issue (Variable A in the formula) changes and the
economic dilution where there are changes in the issue price of
Shares issued under the 7.1A Mandate.
DILUTION
Number of Shares on
Issue (Variable A in
Listing Rule 7.1A.2)
Shares issued
– 10% voting
dilution
Issue Price
$0.009 $0.018 $0.027
50%
decrease
Issue
Price
50%
increase
Funds Raised
Current
1,056,816,363
Shares
105,681,636
Shares
$951,134 $1,902,269 $2,853,404
50%
increase
1,585,224,545
Shares
158,522,454
Shares
$1,426,702 $2,853,404 $4,280,106
100%
increase
2,113,632,726
Shares
211,363,272
Shares
$1,902,269 $3,804,538 $5,706,808
*The number of Shares on issue (Variable A in the formula) could increase as a
result of the issue of Shares that do not require Shareholder approval (such as
under a pro-rata rights issue or scrip issued under a takeover offer) or that are
issued with Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
1. There are currently 1,056,816,363 Shares on issue as at the date of this
Notice.
2. The issue price set out above is the closing market price of the Shares on
the ASX on 17 October 2025 (being $0.018).
3. The Company issues the maximum possible number of Equity Securities
under the 7.1A Mandate.
4. The Company has not issued any Equity Securities in the 12 months prior to
the Meeting that were not issued under an exception in Listing Rule 7.2 or
with approval under Listing Rule 7.1.
5. The issue of Equity Securities under the 7.1A Mandate consists only of
Shares. It is assumed that no Options are exercised into Shares before the
date of issue of the Equity Securities. If the issue of Equity Securities
includes quoted Options, it is assumed that those quoted Options are
exercised into Shares for the purpose of calculating the voting dilution
effect on existing Shareholders.
6. The calculations above do not show the dilution that any one particular
Shareholder will be subject to. All Shareholders should consider the
dilution caused to their own shareholding depending on their specific
circumstances.
7. This table does not set out any dilution pursuant to approvals under Listing
Rule 7.1 unless otherwise disclosed.
8. The 10% voting dilution reflects the aggregate percentage dilution
against the issued share capital at the time of issue. This is why the voting
dilution is shown in each example as 10%.
9. The table does not show an example of dilution that may be caused to a
particular Shareholder by reason of placements under the 7.1A Mandate,
based on that Shareholder’s holding at the date of the Meeting.
5955-01/3781790_10 8
REQUIRED
INFORMATION
DETAILS
Shareholders should note that there is a risk that:
(a) the market price for the Company’s Shares may be
significantly lower on the issue date than on the date of
the Meeting; and
(b) the Shares may be issued at a price that is at a discount
to the market price for those Shares on the date of issue.
Allocation policy
under 7.1A
Mandate
The recipients of the Equity Securities to be issued under the 7.1A
Mandate have not yet been determined. However, the recipients
of Equity Securities could consist of current Shareholders or new
investors (or both), none of whom will be related parties of the
Company.
The Company will determine the recipients at the time of the issue
under the 7.1A Mandate, having regard to the following factors:
(a) the purpose of the issue;
(b) alternative methods for raising funds available to the
Company at that time, including, but not limited to, an
entitlement issue, share purchase plan, placement or
other offer where existing Shareholders may participate;
(c) the effect of the issue of the Equity Securities on the
control of the Company;
(d) the circumstances of the Company, including, but not
limited to, the financial position and solvency of the
Company;
(e) prevailing market conditions; and
(f) advice from corporate, financial and broking advisers (if
applicable).
Previous approval
under Listing Rule
7.1A.2
The Company previously obtained approval from its Shareholders
pursuant to Listing Rule 7.1A at its annual general meeting held on
15 November 2024 (Previous Approval).
During the 12 month period preceding the date of the Meeting,
being on and from [21] November 2024, the Company has not
issued any Equity Securities pursuant to the Previous Approval.
Voting exclusion
statement
As at the date of this Notice, the Company is not proposing to
make an issue of Equity Securities under Listing Rule 7.1A.
Accordingly, a voting exclusion statement is not included in this
Notice.
5. RESOLUTION 4 – CONSOLIDATION OF CAPITAL
5.1 Background
This Resolution seeks Shareholder approval for the purposes of section 254 of the
Corporations Act and all other purposes to consolidate the Company's issued capital on
a 10:1 basis (Consolidation).
5.2 Legal requirements
Section 254H of the Corporations Act provides that a company may, by resolution passed
in a general meeting, convert all or any of its shares into a larger or smaller number.
Listing Rule 7.20 provides that if an entity proposes to reorganise its capital, it must tell
shareholders of each of the following:
(a) the effect of the proposal on the number of securities and the amount unpaid (if
any) of the securities;
5955-01/3781790_10 9
(b) the proposed treatment of any fractional entitlements arising from the
reorganisation; and
(c) the proposed treatment of any convertible securities on issue.
Listing Rule 7.21 provides that an entity which has convertible securities (except options)
on issue may only reorganise its capital if, in respect of the convertible securities, the
number of securities or the conversion price, or both, is reorganised so that the holder of
the convertible securities will not receive a benefit that holders of ordinary securities do not
receive.
Listing Rule 7.22 provides that where an entity with options on issue undertakes a
consolidation of its issued capital, the number of options must be consolidated in the same
ratio as the ordinary capital and the exercise price must be amended in inverse proportion
to that ratio.
5.3 Effect on capital structure
The effect which the Consolidation will have on the Company’s capital structure is set out
in the table below.
SHARES OPTIONS1 PERFORMANCE
RIGHTS1
Pre-Consolidation
Securities on issue as at the
date of the Meeting
1,056,816,363 321,847,282 45,977,500
Post-Consolidation
Securities on issue following
the date of the Meeting2,3
105,681,636 32,184,728 4,597,750
Notes:
1. The terms of these Options and Performance Rights are set out in the table below.
2. Assumes no Shares are issued (including on the exercise or conversion of convertible securities).
3. Subject to rounding of fractional entitlements in accordance Section 5.4 below.
The effect the Consolidation will have on the terms of the convertible securities that are
current only issue (subject to rounding of fractional entitlements) is set out in the tables
below:
Quoted Options
CLASS EXPIRY DATE PRE-CONSOLIDATION POST-CONSOLIDATION
NUMBER EXERCISE
PRICE
NUMBER EXERCISE
PRICE
ASEO 21 August 2026 291,847,282 $0.05 29,184,728 $0.50
ASEAU 26 September
2028
30,000,000 $0.03 3,000,000 $0.30
Performance Rights
CLASS / TRANCHE PRE-CONSOLIDATION POST-CONSOLIDATION
ASEAA 9,530,000 953,000
ASEAB 9,530,000 953,000
ASEAC 9,530,000 953,000
ASEAD 9,530,000 953,000
ASEAS 7,857,500 785,750
Total 45,977,500 4,597,750
5955-01/3781790_10 10
Certain Performance Rights, which are currently on issue, will vest and be capable of being
exercisable into Shares upon the volume weighted average price of Shares calculated
over a prescribed period exceeding particular prices prior to the expiry date. Further
information in relation to the impact of the Consolidation on these Performance Rights is
set out in the table below.
CLASS EXPIRY
DATE
VWAP
CALCULATION
PERIOD
PRE-CONSOLIDATION POST-CONSOLIDATION
NUMBER VWAP MILESTONE NUMBER VWAP
MILESTONE
ASEAA 36 months
from the date
of issue of the
Performance
Rights.
Calculated over
a consecutive 20
day period prior
to the expiry
date.
9,530,000 Where the
Company’s Share
price reaches a
volume weighted
average price of
$0.08 per Share.
953,000 Where the
Company’s Share
price reaches a
volume weighted
average price of
$0.80 per Share.
ASEAB 36 months
from the date
of issue of the
Performance
Rights.
Calculated over
a consecutive 20
day period prior
to the expiry
date.
9,530,000 Where the
Company’s share
price reaches a
volume weighted
average price of
$0.12 per Share.
953,000 Where the
Company’s share
price reaches a
volume weighted
average price of
$1.20 per Share.
ASEAC 36 months
from the date
of issue of the
Performance
Rights
Calculated over
a consecutive 30
day period prior
to the expiry
date.
9,530,000 Where the
Company’s Share
price reaches a
volume weighted
average price of
$0.16 per Share.
953,000 Where the
Company’s Share
price reaches a
volume weighted
average price of
$1.60 per Share.
ASEAD 36 months
from the date
of issue of the
Performance
Rights.
Calculated over
a consecutive 30
day period prior
to the relevant
expiry date.
9,530,000 Where the
Company’s Share
price reaches a
volume weighted
average price of
$0.20 per Share.
953,000 Where the
Company’s Share
price reaches a
volume weighted
average price of
$2.00 per Share.
ASEAS 36 months
from the date
of issue of the
Performance
Rights (ASEAS
Term).
Calculated over
any period of 30
consecutive
Trading Days:
(a) during the
first 18
months of
the ASEAS
Term for the
first 5,220,000
ASEAS
Performance
Rights; and
(b) during the
ASEAS Term
for the
remaining
5,220,000
ASEAS
Performance
Rights.
10,440,000 Where the
Company’s Share
price reaches a
volume weighted
average price of:
(a) $0.08 per Share
for the first
5,220,000
ASEAS
Performance
Rights; and
(b) $0.12 per Share
for the
remaining
5,220,000
ASEAS
Performance
Rights.
1,044,000 Where the
Company’s Share
price reaches a
volume weighted
average price of:
(a) $0.80 per Share
for the first
5,220,000
ASEAS
Performance
Rights; and
(b) ($1.20 per
Share for the
remaining
5,220,000
ASEAS
Performance
Rights.
5.4 Fractional entitlements
Not all security holders will hold that number of Securities which can be evenly divided by
10. Fractional entitlements will be rounded down to the nearest whole number.
5.5 Indicative timetable
If this Resolution is passed, the Consolidation will take effect in accordance with the
following timetable (as set out in Appendix 7A (paragraph 7) of the Listing Rules):
5955-01/3781790_10 11
ACTION DATE
Company announces Consolidation and releases
Appendix 3A.3
Wednesday, 22 October 2025
Company sends out the Notice Wednesday, 22 October 2025
Shareholders approve the Consolidation Friday, 21 November 2025
Company announces Effective Date of Consolidation Friday, 21 November 2025
Effective Date of Consolidation Friday, 21 November 2025
Last day for pre-Consolidation trading Monday, 24 November 2025
Post-Consolidation trading commences on a
deferred settlement basis
Tuesday, 25 November 2025
Record Date Wednesday, 26 November 2025
Last day for the Company to register transfers on a
pre-Consolidation basis
First day for the Company to update its register and
send holding statements to security holders reflecting
the change in the number of Securities they hold
Thursday, 27 November 2025
Last day for the Company to update its register and
to send holding statements to security holders
reflecting the change in the number of Securities they
hold and to notify ASX that this has occurred
Wednesday, 3 December 2025
The above timetable is indicative only and the Board reserves the right to vary the
timetable subject to compliance with the Listing Rules and all other applicable laws.
5.6 Holding statements
From the date two Business Days after the Effective Date (as set out in the timetable in
Section 5.5 above), all holding statements for Securities will cease to have any effect,
except as evidence of entitlement to a certain number of Securities on a post-
Consolidation basis.
After the Consolidation becomes effective, the Company will arrange for new holding
statements for Securities to be issued to holders of those Securities.
It is the responsibility of each security holder to check the number of Securities held prior
to disposal or exercise (as the case may be).
5.7 Taxation
It is not considered that any taxation implications will exist for security holders arising from
the Consolidation. However, security holders are advised to seek their own tax advice on
the effect of the Consolidation and neither the Company, nor its advisers, accept any
responsibility for the individual taxation implications arising from the Consolidation.
5955-01/3781790_10 12
G L O S S AR Y
$ means Australian dollars.
7.1A Mandate has the meaning given in Section 4.1.
AEDT means Eastern Daylight Time as observed in Sydney, New South Wales.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the
context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter
Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to
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