Notice of AGM/Proxy Form/Notice of Access
Released
Released
Announcement PDF
TALISMAN MINING LIMITED
ACN 079 536 495
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 11.00 am AWST
DATE: 25 November 2026
PLACE: The Celtic Club, 48 Ord Street, West Perth
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
5.00 pm (AWST) on 23 November 2026.
8878541 1
B US I NE S S OF T HE ME E T I NG
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year
ended 30 June 2026 together with the declaration of the Directors, the Directors’ report,
the Remuneration Report and the auditor’s report.
1. 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 con-
tained in the Company’s annual financial report for the financial year ended 30
June 2026.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – ELECTION OF DIRECTOR – MR MARK COSSOM
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 15.4 of the Constitution, Listing Rule 14.4 and for all
other purposes, Mr Mark Cossom, a Director who was appointed to fill a casual va-
cancy on 20 August 2026, retires, and being eligible, is elected as a Director.”
3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR KERRY HARMANIS
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 15.2 of the Constitution, Listing Rule 14.4 and for all
other purposes, Mr Kerry Harmanis, a Director, retires by rotation, and being eligible,
is re-elected as a Director.”
4. RESOLUTION 4 – 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 5 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING
RULE 7.1 CAPACITY
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 28,167,966 Shares on the terms and conditions set out in the Explan-
atory Statement.”
6819-02/8878541_11 2
6. RESOLUTION 6 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING
RULE 7.1A CAPACITY
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 18,832,034 Shares on the terms and conditions set out in the Explan-
atory Statement.”
7. RESOLUTION 7 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED
PLACEMENT PARTICIPANTS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue up to 1,094,731 Shares on the terms and conditions set out
in the Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR BRIAN DAWES
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue up to 384,616
Shares to Mr Brian Dawes (or his nominee(s)) on the terms and conditions set out in
the Explanatory Statement.”
9. RESOLUTION 9 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR TODD ROSS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue up to 384,616
Shares to Mr Todd Ross (or his nominee(s)) on the terms and conditions set out in the
Explanatory Statement.”
10. RESOLUTION 10 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR JEREMY
KIRKWOOD
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue up to 384,616
Shares to Mr Jeremy Kirkwood (or his nominee(s)) on the terms and conditions set
out in the Explanatory Statement.”
11. RESOLUTION 11 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR MARK COSSOM
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue up to 230,768
Shares to Mr Mark Cossom (or his nominee(s)) on the terms and conditions set out in
the Explanatory Statement.”
12. RESOLUTION 12 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR KERRY
HARMANIS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
6819-02/8878541_11 3
“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue up to
12,059,115 Shares to Mr Kerry Harmanis (or his nominee(s)) on the terms and condi-
tions set out in the Explanatory Statement.”
13. RESOLUTION 13 – APPROVAL TO ISSUE OPTIONS TO LEAD MANAGER
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue up to 2,000,000 Options to Euroz Hartleys Limited (or its
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
14. RESOLUTION 14 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR TODD ROSS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is
given for the Company to issue up to 28,275,473 Performance Rights to Mr Todd Ross
(or his nominee(s)) on the terms and conditions set out in the Explanatory State-
ment.”
15. RESOLUTION 15 – APPROVAL TO ISSUE FURTHER SECURITIES UNDER THE COMPANY’S
INCENTIVE PLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes,
approval is given for the Company to issue up to a maximum of 20,000,000 Securities
under the Company’s Incentive Plan on the terms and conditions set out in the Ex-
planatory Statement.”
Dated: 21 OCTOBER 2026
6819-02/8878541_11 4
Voting Prohibition Statements
Resolution 1 – Adoption of Re-
muneration Report
In accordance with sections 250BD(2) and 250R of the Corporations Act, a vote
on this Resolution must not be cast:
(a) by or on behalf of a member of the Key Management Personnel, de-
tails of whose remuneration are included in the Remuneration Re-
port, or a Closely Related Party of such a member, regardless of the
capacity in which the vote is cast; or
(b) as a proxy by a member of the Key Management Personnel at the
date of the Meeting, or their Closely Related Parties.
However, a person (the voter) described above may cast a vote on this Resolu-
tion 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 Reso-
lution; 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 Manage-
ment Personnel.
Resolution 14 – Approval to Issue
Performance Rights to Mr Todd
Ross
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with re-
muneration of a member of the Key Management Personnel.
Resolution 15 – Approval to Issue
Further Securities under the
Company’s Incentive Plan
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with re-
muneration of a member of the Key Management Personnel.
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 5 – Ratification of
Placement Shares Issued Un-
der Listing Rule 7.1 Capacity
The Unrelated Placement Participants or any person who participated in the issue
or an associate of that person or those persons.
Resolution 6 – Ratification of
Placement Shares Issued Un-
der Listing Rule 7.1A Capacity
The Unrelated Placement Participants or any person who participated in the issue
or an associate of that person or those persons.
Resolution 7 – Approval to Is-
sue Tranche 2 Placement
Shares to Unrelated Place-
ment Participants
Any person who is expected to participate in, or who will obtain a material benefit
as a result of, the proposed issue (except a benefit solely by reason of being a
holder of ordinary securities in the Company) or an associate of that person (or
those persons).
Resolution 8 – Approval to Is-
sue Tranche 2 Placement
Shares to Mr Brian Dawes
Mr Brian Dawes (or his nominee(s)) and any other person who will obtain a material
benefit as a result of the issue of the securities (except a benefit solely by reason
of being a holder of ordinary securities in the Company) or an associate of that
person or those persons.
Resolution 9 – Approval to Is-
sue Tranche 2 Placement
Shares to Mr Todd Ross
Mr Todd Ross (or his nominee(s)) and any other person who will obtain a material
benefit as a result of the issue of the securities (except a benefit solely by reason
of being a holder of ordinary securities in the Company) or an associate of that
person or those persons.
Resolution 10 – Approval to Is-
sue Tranche 2 Placement
Shares to Mr Jeremy Kirkwood
Mr Jeremy Kirkwood (or his nominee(s)) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a benefit solely by
reason of being a holder of ordinary securities in the Company) or an associate of
that person or those persons.
6819-02/8878541_11 5
Resolution 11 – Approval to Is-
sue Tranche 2 Placement
Shares to Mr Mark Cossom
Mr Mark Cossom (or his nominee(s)) and any other person who will obtain a mate-
rial benefit as a result of the issue of the securities (except a benefit solely by reason
of being a holder of ordinary securities in the Company) or an associate of that
person or those persons.
Resolution 12 – Approval to Is-
sue Tranche 2 Placement
Shares to Mr Kerry Harmanis
Mr Kerry Harmanis (or his nominee(s)) and any other person who will obtain a ma-
terial benefit as a result of the issue of the securities (except a benefit solely by
reason of being a holder of ordinary securities in the Company) or an associate of
that person or those persons.
Resolution 13 – Approval to Is-
sue Options to Lead Manager
Euroz Hartleys Limited (or its nominee(s)) or any other person who is expected to
participate in, or who will obtain a material benefit as a result of, the proposed
issue (except a benefit solely by reason of being a holder of ordinary securities in
the Company) or an associate of that person (or those persons).
Resolution 14 – Approval to Is-
sue Performance Rights to Mr
Todd Ross
Mr Todd Ross (or their nominee(s)) and any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 15 – Approval to Is-
sue Further Securities under
the Company’s Incentive Plan
A person who is eligible to participate in the employee incentive scheme or an
associate of that person or those persons.
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.
6819-02/8878541_11 6
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 Share-
holder appoints two proxies and the appointment does not specify the proportion or num-
ber 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 8 9380 4230.
6819-02/8878541_11 7
E XP L ANAT ORY S T AT E ME NT
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 2026 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.talismanmining.com.au.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a reso-
lution that the remuneration report 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 direc-
tors and senior management of the company. The remuneration report is part of the di-
rectors’ 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 an-
other 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 con-
vene 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 in-
cluded 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 remunera-
tion report considered at that annual general meeting were less than 25%. Accordingly,
the Spill Resolution is not relevant for this Meeting.
6819-02/8878541_11 8
3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR MARK COSSOM
3.1 General
The Constitution allows the Directors to appoint at any time a person to be a Director either
to fill a casual vacancy or as an addition to the existing Directors, but only where the total
number of Directors does not at any time exceed the maximum number specified by the
Constitution.
Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed (other than a
managing director) holds office only until the next annual general meeting and is then
eligible for election by Shareholders.
Mr Cossom, having been appointed by the other Directors on 20 August 2026 in accord-
ance with the Constitution, will retire in accordance with the Constitution and Listing Rule
14.4 and being eligible, seeks election from Shareholders.
Further information in relation to Mr Cossom is set out below.
Qualifications, experi-
ence and other material
directorships
Mr Cossom is a highly experienced geologist and mining ex-
ecutive with extensive experience spanning mineral explo-
ration, mining operations and the management and gov-
ernance of ASX-listed resources companies.
Over the course of his career, he has held senior technical
and executive positions within the Australian resources sec-
tor. Mark was a key part of the team that helped transform
Doray Minerals from a junior gold explorer to an ASX-300
gold miner, holding a range of senior positions including
General Manager – Geology and Exploration prior to its
takeover by Silver Lake Resources. More recently, he held
senior leadership roles with Gateway Mining, including as
Managing Director, where he led the Company’s explora-
tion and corporate strategy.
Prior to Doray, Mr Cossom held several senior geological
and operational roles with Harmony Gold, including as Prin-
cipal Geologist (SE Asia), overseeing Harmony’s exploration
and mine geology activities across the region including for
the major Morobe Mining Joint Venture with Newcrest Min-
ing Ltd in PNG.
Mr Cossom does not currently hold any other directorships
of ASX listed companies.
Term of office Mr Cossom has served as a Director since 20 August 2026.
Independence If elected, the Board considers that Mr Cossom will be an
independent Director.
Other material infor-
mation
The Company conducts appropriate checks on the back-
ground and experience of candidates before their appoint-
ment to the Board. These include checks as to a person’s
experience, educational qualifications, character, criminal
record and bankruptcy history. The Company undertook
such checks prior to the appointment of Mr Cossom and
those checks did not reveal any information of concern.
Board recommendation Having received an acknowledgement from Mr Cossom
that he will have sufficient time to fulfil his responsibilities as
a Director and having reviewed the performance of Mr Cos-
som since his appointment to the Board and the skills,
knowledge, experience and capabilities required by the
Board, the Directors (other than Mr Cossom) recommend
that Shareholders vote in favour of this Resolution.
6819-02/8878541_11 9
3.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Cossom will be elected to the Board as a non-executive
Director.
If this Resolution is not passed, Mr Cossom will not continue in his role as a non-executive
Director. The Company may seek nominations or otherwise identify suitably qualified can-
didates to join the Board.
4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR KERRY HARMANIS
4.1 General
Listing Rule 14.4 and clause 15.2 of the Constitution provide that, other than a managing
director, a director of an entity must not hold office (without re-election) past the third
annual general meeting following the director’s appointment or three years, whichever is
the longer. However, where there is more than one managing director, only one is entitled
to be exempt from this rotation requirement.
Mr Harmanis, having 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 Harmanis is set out below.
Qualifications, experi-
ence and other material
directorships
Kerry Harmanis joined the Talisman board on 15 July 2020
and is one of Western Australia’s most successful mining ex-
ecutives and investors. Kerry has been a major shareholder
and strong supporter of Talisman since 2007 and currently
holds a 19% stake in the Company.
With a career spanning more than 40 years in the Australian
exploration and mining industry, Kerry was the founder and
Executive Chairman of Jubilee Mines NL, a highly successful
West Australian nickel miner which he established in 1987.
Through a combination of exploration success, focused pro-
ject development and operational consistency, Jubilee
Mines grew to become one of the most successful mid-tier
miners on the ASX until its acquisition by Xstrata for A$3.1 bil-
lion in October 2007.
During this period, Kerry led a highly successful geological
and operational team which helped Jubilee set new
benchmarks on the ASX for shareholder returns in the re-
source sector.
Mr Harmanis does not currently hold any other directorships
of ASX listed companies.
Term of office Mr Harmanis has served as a Director since 15 July 2020 and
was last re-elected on 22 November 2023.
Independence If re-elected, the Board does not consider that Mr Harmanis
will be an independent Director, as he is a substantial holder
of the Company.
Other material infor-
mation
The Company conducts appropriate checks on the back-
ground and experience of candidates before their appoint-
ment to the Board. These include checks as to a person’s
experience, educational qualifications, character, criminal
record and bankruptcy history. The Company undertook
such checks prior to the appointment of Mr Harmanis and
those checks did not reveal any information of concern.
Board recommendation Having received an acknowledgement from Mr Harmanis
that he will have sufficient time to fulfil his responsibilities as
a Director and having reviewed the performance of Mr Har-
manis since his appointment to the Board and the skills,
knowledge, experience and capabilities required by the
6819-02/8878541_11 10
Board, the Directors (other than Mr Harmanis) recommend
that Shareholders vote in favour of this Resolution.
4.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Harmanis will be re-elected to the Board as a non-executive
Director and will continue as Chair of the Company.
If this Resolution is not passed, Mr Harmanis will not continue in his role as a non-executive
Director and Chair of the Company. The Company may seek nominations or otherwise
identify suitably qualified candidates to join the Board. As an additional consequence, this
may detract from the Board and Company’s ability to execute on its strategic vision.
5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE
5.1 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.
Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a spe-
cial 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 $16,472,424. The Company is there-
fore an Eligible Entity.
5.2 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 ap-
proval set out in Listing Rule 7.1.
5.3 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 Meet-
ing and expire on the first to occur of the following:
(a) the date that is 12 months after the date of the
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 signifi-
cant change in the nature or scale of activities) or
Listing Rule 11.2 (disposal of the main undertak-
ing).
Minimum price Any Equity Securities issued under the 7.1A Mandate must
be in an existing quoted class of Equity Securities and be is-
sued for cash consideration at a minimum price of 75% of
the volume weighted average price of Equity Securities in
6819-02/8878541_11 11
REQUIRED INFORMATION DETAILS
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 Com-
pany and the recipient of the Equity Securities; or
(b) if the Equity Securities are not issued within 10 trad-
ing 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 Eq-
uity Securities under the 7.1A Mandate for continued explo-
ration expenditure on the Company’s existing projects, the
evaluation and acquisition of new projects and business de-
velopment opportunities, and general workin
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