Notice of AGM
Released
Released
Announcement PDF
DOC 1400030634.2
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held as follows:
Date and time:
Friday, 21 November 2025 at 11:00am (AWST)
Location:
Minerva Corporate Office, Level 8, 99 St Georges Terrace, Perth WA
The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in
doubt as to how to vote, they should seek advice from their suitably qualified professional
adviser prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the
Company Secretary on (08) 9486 4036.
Shareholders are urged to vote by lodging the Proxy Form
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DY6 METALS LTD
ACN 663 592 318
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Shareholders of DY6 Metals Ltd will be held
at the offices of Minerva Corporate Office, Level 8, 99 St Georges Terrace, Perth WA on Friday, 21
November 2025 at 11:00am (AWST).
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
4pm (AWST) on Wednesday, 19 November 2025.
The Explanatory Memorandum provides additional information on matters to be considered at the
Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1 Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year
ended 30 June 2025, which includes the Financial Report, the Directors' Report and the
Auditor's Report.
Note: there is no requirement for Shareholders to approve the Annual Report.
2 Resolutions
Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary
resolution the following:
'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in
the Explanatory Memorandum.'
Note: a vote on this Resolution is advisory only and does not bind the Directors or the
Company.
Resolution 2 – Re-election of Director - Daniel Smith
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
'That, in accordance with Article 7.2 of the Constitution and Listing Rule 14.4 and for all other
purposes, Daniel Smith, a Director appointed on 3 November 2022, retires at this Meeting
and, being eligible and offering himself for re-election, is re-elected as a Director, on the terms
and conditions in the Explanatory Memorandum.'
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Resolution 3 – Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the
following:
'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of Equity Securities totalling up 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 on the terms and conditions in the Explanatory Memorandum.'
Resolution 4 – Renewed approval of employee incentive scheme
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
'That, pursuant to and in accordance with exception 13 of Listing Rule 7.2 and for all other
purposes, approval is given for the existing employee incentive scheme of the Company
known as the "DY6 Metals Ltd Employee Securities Incentive Plan" and the issue of Securities
under that Plan, on the terms and conditions in the Explanatory Memorandum.'
Resolution 5 – Adoption of proportional takeover provisions in the
Constitution
To consider and, if thought fit, to pass with or without amendment, as a special resolution the
following:
'That, for the purpose of section 648G of the Corporations Act, Article 4.9 and Schedule 5 of
the Constitution and for all other purposes, approval is given for the Company to modify its
existing Constitution by adopting Article 4.9 and Schedule 5 for a period of 3 years from the
date of the Meeting.'
Resolution 6(a) and Resolution 6(b) – Approval to issue up to 10,000,000
Consideration Shares and 10,000,000 Consideration Performance Rights
To consider and, if thought fit, to pass with or without amendment, each as separate ordinary
resolutions:
'That, the issue of up to:
(a) 10,000,000 Consideration Shares; and
(b) 10,000,000 Consideration Performance Rights,
is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the
terms and conditions in the Explanatory Memorandum.'
Resolution 7 – Change of Company Name
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To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes,
approval is given for the name of the Company to be changed to Tusker Minerals Ltd.”
Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
(a) Resolution 3, if at the time of the Meeting, the Company is proposing to make an issue
of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are
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 Shareholder), or any of
their respective associates;
(b) Resolution 4, by or on behalf on any person who is eligible to participate in the Plan,
or any of their respective associates; and
(c) Resolution 6(a) and Resolution 6(b), by or on behalf of any person who is expected to
participate in, or who will obtain a material benefit as a result of, the proposed issue of
the Consideration Shares and Consideration Performance Rights (except a benefit
solely by reason of being a Shareholder), or any of their respective associates.
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution
by:
(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair as proxy or attorney for a person who is entitled to vote, 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.
Voting prohibitions
Resolution 1: in accordance with sections 250BD and 250R of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key
Management Personnel details of whose remuneration are included in the Remuneration
Report, or a Closely Related Party of such a member.
A vote may be cast by such person if the vote is not cast on behalf of a person who is
excluded from voting on this Resolution, and:
(a) the person is appointed as a proxy by writing that specifies the way the proxy is to
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vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the
way the proxy is to vote on this Resolution, but expressly authorises the Chair to
exercise the proxy even if this Resolution is connected with the remuneration of a
member of the Key Management Personnel.
Resolution 4: In accordance with sections 250BD and 250R of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key
Management Personnel, details of whose remuneration are included in the Remuneration
Report, or a Closely Related Party of such a member.
A vote may be cast by such person if the vote is not cast on behalf of a person who is
excluded from voting on this Resolution, and:
(a) the person 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 does not specify the
way the proxy is to vote on this Resolution, but expressly authorises the Chair to
exercise the proxy even if this Resolution is connected with the remuneration of a
member of the Key Management Personnel.
BY ORDER OF THE BOARD
Daniel Smith
Executive Chairman
DY6 Metals Ltd
Dated: 21 October 2025
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DY6 METALS LTD
ACN 663 592 318
(Company)
Explanatory Memorandum
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the meeting to be held at Minerva Corporate
Office, Level 8, 99 St Georges Terrace, Perth WA on Friday, 21 November 2025 at 11:00am
(AWST) (Meeting).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety.
The Explanatory Memorandum contains the terms and conditions on which the Resolutions
will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in
deciding how to vote on the Resolutions:
Section 1 Introduction
Section 2 Voting and attendance information
Section 3 Annual Report
Section 4 Resolution 1 – Remuneration Report
Section 5 Resolution 2 – Re-election of Director - Daniel Smith
Section 6 Resolution 3 – Approval of 10% Placement Facility
Section 7 Resolution 4 – Renewed approval of employee incentive scheme
Section 8 Resolution 5 – Adoption of proportional takeover provisions in the
Constitution
Section 9 Resolution 6(a) and Resolution 6(b) – Approval to issue up to 10,000,000
Consideration Shares and 10,000,000 Consideration Performance Rights
Section 10 Resolution 7 - Change of Name
Schedule 1 Definitions
Schedule 2 Terms and conditions of Employee Securities Incentive Plan
A Proxy Form is located at the end of the Explanatory Memorandum.
2. Voting and attendance information
Shareholders should read the Notice including the Explanatory Memorandum carefully before
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deciding how to vote on the Resolutions.
2.1 Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2 Voting by proxy
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to
appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and
encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the
Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a
Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in
person.
Please note that:
(i) a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(ii) a proxy need not be a member of the Company; and
(iii) a member of the Company 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,
but where the proportion or number is not specified, each proxy may exercise half of
the votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging
Proxy Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify
the way the proxy is to vote on a particular resolution and, if it does:
(i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must
vote that way (i.e. as directed);
(ii) if the proxy has 2 or more appointments that specify different ways to vote on the
resolution – the proxy must only vote on a poll;
(iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy
must vote on a poll, and must vote that way (i.e. as directed); and
(iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does
so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
(i) an appointment of a proxy specifies the way the proxy is to vote on a particular
resolution at a meeting of the Company's members;
(ii) the appointed proxy is not the chair of the meeting;
(iii) at the meeting, a poll is duly demanded on the resolution; and
(iv) either the proxy is not recorded as attending the meeting or the proxy does not vote
on the resolution,
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the chair of the meeting is taken, before voting on the resolution closes, to have been appointed
as the proxy for the purposes of voting on the resolution at the meeting.
2.3 Chair's voting intentions
If the Chair is your proxy, either by appointment or by default, and you have not indicated your
voting intention, you expressly authorise the Chair to exercise the proxy in respect of
Resolution 1, even though this Resolution is connected directly or indirectly with the
remuneration of the Company's Key Management Personnel.
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention.
2.4 Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions
must be submitted by emailing the Company Secretary at john.kay@dy6metals.com by
11:00am (AWST) on Wednesday, 19 November 2025.
Shareholders will also have the opportunity to submit questions during the Meeting in respect
to the formal items of business. In order to ask a question during the Meeting, please follow
the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request
prior to a Shareholder asking a question that they identify themselves (including the entity
name of their shareholding and the number of Shares they hold).
3. Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be offered the
opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report
and the Auditor's Report for the financial year ended 30 June 2025.
There is no requirement for Shareholders to approve the Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
(a) discuss the Annual Report which is available online at
https://www.asx.com.au/markets/company/DY6;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the Auditor questions about the conduct of the audit and the preparation and
content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chair about the
management of the Company, or to the Company's Auditor about:
(a) the preparation and content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the
financial statements; and
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(d) the independence of the Auditor in relation to the conduct of the audit,
may be submitted no later than five Business Days before the Meeting to the Company
Secretary at the Company's registered office.
The Company will not provide a hard copy of the Company’s Annual Report to Shareholders
unless specifically requested to do so.
4. Resolution 1 – Remuneration Report
4.1 General
In accordance with section 250R(2) of the Corporations Act, the Company must put the
Remuneration Report to the vote of Shareholders. The Directors' Report contains the
Remuneration Report which sets out the remuneration policy for the Company and the
remuneration arrangements in place for the executive Directors, specified executives and non-
executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and
does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to
alter any of the arrangements in the Remuneration Report.
If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two
consecutive annual general meetings, Shareholders will have the opportunity to remove the
whole Board, except the managing director (if any).
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual
general meetings, the Company will be required to put to Shareholders at the second annual
general meeting a resolution on whether another meeting should be held (within 90 days) at
which all Directors (other than the managing director, if any) who were in office at the date of
approval of the applicable Directors' Report must stand for re-election.
The Company's Remuneration Report did not receive a Strike at the 2024 annual general
meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be
aware that if a second Strike is received at the 2026 annual general meeting, this may result in
the re-election of the Board.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or
make comments on the Remuneration Report.
4.2 Board recommendation
Resolution 1 is an ordinary resolution.
Given the personal interests of all Directors in the outcome of this Resolution, the Board
declines to make a recommendation to Shareholders regarding this Resolution.
5. Resolution 2 – Re-election of Director - Daniel Smith
5.1 General
Article 7.2 of the Constitution and Listing Rule 14.4 both provide that a Director (excluding the
Managing Director) must not hold office without re-election past the third annual general
meeting following that Director's appointment or three years, whichever is longer.
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Article 7.2(b) of the Constitution provides that a Director who retires in accordance with Article
7.2(b)(iii) is eligible for re-election.
Accordingly, Daniel Smith, a Director appointed on 3 November 2022, retires at this Meeting
and, being eligible and offering himself for election, seeks election pursuant to Resolution 2.
5.2 Daniel Smith
Mr Smith holds a Bachelor of Arts, is a Fellow of the Governance Institute of Australia, and
has over 17 years' primary and secondary capital markets expertise.
He is a director and co-founder of Minerva Corporate, a boutique corporate services and
advisory firm. He has advised on and been involved in over a dozen initial public
offers/reverse takeovers for companies listed on the ASX, AIM and NSX.
Mr Smith is currently non-executive director for several companies listed on AIM/ASX
operating in the resources sector and has been heavily involved in project origination and
evaluation.
The Company confirms that it has taken appropriate checks into Mr Smith's background and
experience and that these checks did not identify any information of concern.
Mr Smith has acknowledged to the Company that he will have sufficient time to fulfil his
responsibilities as a Director.
Mr Smith is not considered to be an independent Director as he is a substantial shareholder of
the Company.
5.3 Board recommendation
Resolution 2 is an ordinary resolution.
The Board (other than Mr Smith who has a personal interest in the outcome of this Resolution)
recommends that Shareholders vote in favour of this Resolution.
6. Resolution 3 – Approval of 10% Placement Facility
6.1 General
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 securities it had on issue at the start of
that period.
Listing Rule 7.1A, however, enables an eligible entity to issue Equity Securities up to 10% of
its issued share capital through placements over a 12-month period after the annual general
meeting (10% Placement Facility). The 10% Placement Facility is in addition to the
Company's 15% annual placement capacity under Listing Rule 7.1.
Resolution 3 seeks Shareholder approval by way of a special resolution to provide the
Company with the ability to issue Equity Securities under the 10% Placement Facility during
the 10% Placement Period (refer to Section 6.2(f) below). The number of Equity Securities to
be issued under the 10% Placement Facility will be determined in accordance with the formula
prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below).
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If Resolution 3 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 Resolution 3 is not passed, the Company will not be able to access the additional 10%
capacity to issue Equity Securities without Shareholder approval provided for in
Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without
Shareholder approval in Listing Rule 7.1.
6.2 Listing Rule 7.1A
(a) Is the Company an eligible entity?
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included
in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.
The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and
has a market capitalisation of approximately $21m, based on the closing price of
Shares ($0.22) on 3 October 2025.
(b) What Equity Securities can be issued?
Any Equity Securities issued under the 10% Placement Facility must be in the same
class as an existing quoted class of Equity Securities of the eligible entity.
As at the date of the Notice, the Company has on issue one quoted class of Equity
Securities on issue, being the Shares (ASX:DY6).
(c) How many Equity Securities can be issued?
Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the
Company may issue or agree to issue a number of Equity Securities calculated in
accordance with the following formula:
(A x D) – E
Where:
A = is the number of Shares on issue at the commencement of the Relevant
Period:
(A) plus the number of fully paid Shares issued in the Relevant Period
under an exception in Listing Rule 7.2 other than exception 9, 16 or
17;
(B) plus the number of fully paid Shares issued in the Relevant Period on
the conversion of convertible securities within Listing Rule 7.2
exception 9 where:
(1) the convertible securities were issued or agreed to be issued
before the commencement of the Relevant Period; or
(2) the issue of, or agreement to issue, the convertible securities
was approved, or taken under the Listing Rules to have been
approved, under Listing Rule 7.1 or Listing Rule 7.4;
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(C) plus the number of fully paid Shares issued in the Relevant Period
under an agreement to issue securities within Listing Rule 7.2
exception 16 where:
(1) the agreement was entered into before the commencement of
the Relevant Period; or
(2) the agreement or issue was approved, or taken under the
Listing Rules to have been approved, under Listing Rule 7.1
or Listing Rule 7.4;
(D) plus the number of partly paid Shares that became fully paid Shares in
the Relevant Period;
(E) plus the number of any other fully paid Shares issued in the Relevant
Period with approval under Listing Rules 7.1 and 7.4; and
(F) less the number of fully paid Shares cancelled in the Relevant Period.
Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the
Company's 15% annual placement capacity.
D = is 10%.
E = is the number of Equity Securities issued or agreed to be issued under Listing
Rule 7.1A.2 in the 12-months before the date of the issue or agreement to
issue that are not issued with Shareholder approval under Listing Rules 7.1 or
7.4.
(d) What is the interaction with Listing Rule 7.1?
The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in
addition to its 15% annual placement capacity under Listing Rule 7.1.
(e) At what price can the Equity Securities be issued?
Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash
consideration per Equity Security which is not less than 75% of the VWAP of Equity
Securities in the same class calculated over the 15 Trading Days on which trades in
that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is
agreed by the Company and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in
paragraph 6.2(e)(i) above, the date on which the Equity Securities are issued,
(Minimum Issue Price).
(f) When can Equity Securities be issued?
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be
valid from the date of the Meeting and will expire on the earlier of:
(i) the date that is 12 months after the date of the Meeting;
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(ii) the time and date of the Company's next annual general meeting; or
(iii) the time and date of Shareholder approval of a transaction under Listing
Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2
(disposal of main undertaking),
(10% Placement Period).
(g) What is the effect of Resolution 3?
The effect of Resolution 3 will be to allow the Company to issue the Equity Securities
under Listing Rule 7.1A during the 10% Placement Period without further Shareholder
approval or using the Company's 15% annual placement capacity under Listing
Rule 7.1.
6.3 Specific information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in
relation to the 10% Placement Facility:
(a) Final date for issue
The Company will only issue the Equity Securities under the 10% Placement Facility
during the 10% Placement Period (refer to Section 6.2(f) above).
(b) Minimum issue price
Where the Company issues Equity Securities under the 10% Placement Facility, it will
only do so for cash consideration and the issue price will be not less than the
Minimum Issue Price (refer to Section 6.2(e) above).
(c) Purposes of issues under the 10% Placement Facility
The Company may seek to issue Equity Securities under the 10% Placement Facility
for the purposes of raising funds for continued investment in the Company's current
assets, the acquisition of new assets or investments (including expenses associated
with such an acquisition), and/or for general working capital.
(d) Risk of economic and voting dilution
Shareholders should note that there is a risk that:
(i) the market price for the Company's Equity Securities may be significantly
lower on the date of the issue of the Equity Securities than on the date of the
Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the
market price for the Company's Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity
Securities.
If this Resolution 3 is approved by Shareholders and the Company issues Equity
Securities under the 10% Placement Facility, the existing Shareholders' economic and
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voting power in the Company may be diluted as shown in the below table (in the case
of Options, only if the Options are converted into Shares).
The table below shows the dilution of existing Shareholders based on the current
market price of Shares and the current number of Shares for Variable 'A' calculated in
accordance with the formula in Listing Rule 7.1A.2 (see Section 6.2(c) above) as at
the date of this Notice (Variable A), with:
(i) two examples where Variable A has increased, by 50% and 100%; and
(ii) two examples of where the issue price of Shares has decreased by 50% and
increased by 100% as against the current market price.
Share on
issue
(Variable A in
Listing
Rule 7.1A.2)
Dilution
Issue price
per Share
$0.110 $0.22 $0.44
50% decrease in
Current Market
Price
Current Market Price
100% increase in
Current Market Price
97,732,283
Shares
Variable A
10% Voting
Dilution
9,773,228 9,773,228 9,773,228
Funds
raised
$1,075,055 $2,150,110 $4,300,220
146,598,425
Shares 50%
increase in
Variable A
10% Voting
Dilution
14,659,842 14,659,842 14,659,842
Funds
raised
$1,612,583 $3,225,165 $6,450,330
195,464,566
Shares 100%
increase in
Variable A
10% Voting
Dilution
19,546,457 19,546,457 19,546,457
Funds
raised
$2,150,110 $4,300,221 $8,600,441
Notes:
1. The table has been prepared on the following assumptions:
(a) The issue price ($0.22) is the closing price of the Shares on ASX on 3 October 2025, being the
latest practicable date before this Notice was signed.
(b) Variable A comprises of 97,732,283 Shares as calculated on 3 October 2025.
(c) The Company issues the maximum number of Equity Securities available under the 10%
Placement Facility.
(d) No convertible securities (including any issued under the 10% Placement Facility) are exercised
or converted into Shares before the date of the issue of the Equity Securities.
(e) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. 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.
2. The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not
require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover
offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that
are approved at a future Shareholders' meeting.
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3. The 10% voting dilution reflects the aggregate percentage dilution against t
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