Announcement PDF ASX A NNO UNCEMEN T 3 JUNE 2025 ASX: CPO OTCQB: CPORF LETTER TO SHAREHOLDERS REGARDING GENERAL MEETING Dear Shareholder, Culpeo Minerals Limited (Culpeo or the Company) (ASX:CPO, OTCQB:CPORF) confirms its General Meeting will be held on Thursday, 3 July 2025 (Meeting) commencing at 10:00am (WST) at 31-33 Cliff Street, Fremantle WA 6160. In accordance with 110D(1) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to Shareholders unless the Shareholder has made a valid election to receive such documents in hard copy. The Notice of Meeting can be viewed and downloaded from the website link: https://www.culpeominerals.com.au/announcement-category/asx-announcements/ A copy of your personalised proxy form is enclosed for convenience. Please complete and return the enclosed proxy form to the Company’s share registry, Computershare Investor Services Pty Limited by: Online: At www.investorvote.com.au Mail: Share Registry – Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001, Australia Mobile: Scan the QR Code on your proxy form and follow the prompts Custodian Voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions Your proxy voting instruction must be received by 10:00am (WST) on Tuesday, 1 July 2025, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Computershare, on 1300 850 505 (within Australia) and +61 3 9415 4000 (outside Australia). The Company strongly encourages all Shareholders to submit their directed proxy votes in advance of the Meeting. If there is any impact on the proposed arrangements for the Meeting, the Company will advise Shareholders by way of announcement on ASX and the details will also be made available on our website at: https://www.culpeominerals.com.au/announcement-category/asx-announcements/ This announcement has been authorised by the Board of Directors of Culpeo Minerals Limited. COMPANY Geoff McNamara Interim Executive Chairman E: geoff.mcnamara@culpeominerals.com.au P: +61 (08) 6383 7894 PAGE | 1 CULPEOMINERALS.COM.AU info@culpeominerals.com.au Level 39, 152-158 St Georges Terrace, Perth WA 6000 61 (8) 6383 7894 CULPEO MINERALS LIMITED ACN 627 735 531 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 10:00am (WST) DATE: 3 July 2025 PLACE: 31-33 Cliff Street FREMANTLE WA 6160 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 5:00pm (WST) on 1 July 2025. BUSINESS OF THE MEETING AGENDA 1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1 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 32,574,333 Placement Shares on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1A 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 21,716,222 Placement Shares on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES 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 246,209,445 Placement Shares to the Placement Participants (or their nominees) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 4. RESOLUTION 4 – APPROVAL TO ISSUE ATTACHING OPTIONS UNDER THE PLACEMENT 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 150,250,000 Attaching Options to the Placement Participants (or their nominees) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 5. RESOLUTION 5 – ISSUE OF TRANCHE 2 PLACEMENT SHARES AND ATTACHING OPTIONS TO DIRECTOR GEOFFREY MCNAMARA 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 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 1,000,000 Shares and 500,000 Attaching Options to Mr Geoffrey McNamara (or his nominee) on the terms and conditions set out in the Explanatory Statement A voting exclusion statement applies to this Resolution. Please see below. 1 6. RESOLUTION 6 – ISSUE OF TRANCHE 2 PLACEMENT SHARES AND ATTACHING OPTIONS TO DIRECTOR PAUL SCHMIEDE 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 10.11, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 2,000,000 Shares and 1,000,000 Attaching Options to Mr Paul Schmiede (or his nominee) on the terms and conditions set out in the Explanatory Statement A voting exclusion statement applies to this Resolution. Please see below. 7. RESOLUTION 7 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS 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 75,875,000 Lead Manager Options to the Joint Lead Managers (or their nominees) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 8. RESOLUTION 8 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO GEOFFREY MCNAMARA To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 5,850,000 Performance Rights to Geoffrey McNamara (or his nominee(s)) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 9. RESOLUTION 9 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO PAUL SCHMIEDE To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 2,750,000 Performance Rights to Paul Schmiede (or his nominee(s)) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 10. RESOLUTION 10 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO ZEFFRON REEVES To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 4,000,000 Performance Rights to Zeffron Reeves (or his nominee(s)) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 2 Voting Prohibition Statements Resolution 8 – Approval to Issue Performance Rights to Geoffrey McNamara Resolution 9 – Approval to Issue Performance Rights to Paul Schmiede Resolution 10 – Approval to Issue Performance Rights to Zeffron Reeves In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 8 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 8 Excluded Party. In accordance with section 250BD of the Corporations Act, 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. Provided the Chair is not a Resolution 8 Excluded Party, 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 remuneration of a member of the Key Management Personnel. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 9 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 9 Excluded Party. In accordance with section 250BD of the Corporations Act, 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. Provided the Chair is not a Resolution 9 Excluded Party, 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 remuneration of a member of the Key Management Personnel. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 10 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 10 Excluded Party. In accordance with section 250BD of the Corporations Act, 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. Provided the Chair is not a Resolution 10 Excluded Party, 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 remuneration of a member of the Key Management Personnel. 3 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 1 – Ratification of prior issue of Tranche 1 Placement Shares issued under Listing Rule 7.1 Resolution 2 – Ratification of prior issue of Tranche 1 Placement Shares issued under Listing Rule 7.1A Resolution 3 – Approval to issue Tranche 2 Placement Shares Resolution 4 – Approval to Issue Attaching Options under the Placement Resolution 5 – Issue of Placement Shares and Attaching Options to Director Geoffrey McNamara Resolution 6 – Issue of Placement Shares and Attaching Options to Director Paul Schmiede Resolution 7 – Approval to Issue Lead Manager Options Resolution 8 – Approval to Issue Performance Rights to Geoffrey McNamara Resolution 9 – Approval to Issue Performance Rights to Paul Schmiede Resolution 10 – Approval to Issue Performance Rights to Zeffron Reeves A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of that person or those persons. A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of that person or those persons. The Placement Participants (or their nominees) 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). The Placement Participants (or their nominees) 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). Geoffrey McNamara (or his nominee) 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. Paul Schmiede (or his nominee) 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. The Joint Lead Managers (or their nominees) 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). Geoffrey McNamara (or his nominees) or 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. Paul Schmiede (or his nominees) or 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. Zeffron Reeves (or his nominees) or 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. 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. By Order of the Board Sue Wong Company Secretary Dated: 3 June 2025 4 IMPORTANT INFORMATION Your vote is important The business of the Meeting affects your shareholding and your vote is important. 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. Proxy vote if appointment specifies way to vote: 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: • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and • if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and • 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 (ie as directed); and • if the proxy is not the chair, the proxy need not vote on the poll, but if the 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 (ie as directed). Transfer of non-chair proxy to chair in certain circumstances: Section 250BC of the Corporations Act provides that, if: • 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; and • the appointed proxy is not the chair of the meeting; and • at the meeting, a poll is duly demanded on the resolution; and • either of the following applies: ➢ the proxy is not recorded as attending the meeting; or ➢ the proxy does not vote on the resolution, 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. 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 6383 7894. 5 EXPLANATORY STATEMENT 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. BACKGROUND TO RESOLUTIONS 1 TO 7 1.1 Placement On 9 May 2025, the Company announced it had received binding commitments from sophisticated and professional investors, existing shareholders (Placement Participants) and Directors for a placement to raise approximately $3.02 million (before costs) to fund the advancement of exploration programs at its Lana Corina, Fortuna and Jupiter Projects in Chile (Placement). The Placement comprises the issue of approximately 303,500,000 Shares (Placement Shares) at an issue price of $0.01 per Share, along with one free-attaching Option for every two Placement Shares subscribed for under the Placement (Attaching Options). The Attaching Options are exercisable at $0.0175 each, expire on the date which is three years from the date of issue and are otherwise on the terms and conditions set out in Schedule 1. As at the date of this Notice of Meeting, the Company: (a) 1.2 has issued 54,290,555 Placement Shares to Placement Participants (Tranche 1 Placement Shares) comprising: (i) 32,574,333 Tranche 1 Placement Shares pursuant to the Company’s capacity under Listing Rule 7.1 (ratification of which is sought pursuant to Resolution 1); and (ii) 21,716,222 Tranche 1 Placement Shares pursuant to the Company’s capacity under Listing Rule 7.1A (ratification of which is sought pursuant to Resolution 2); (b) intends to issue 246,209,445 Placement Shares to Placement Participants (or their nominees) (Tranche 2 Placement Shares) subject to Shareholder approval, (approval of which is sought pursuant to Resolution 3); (c) intends to issue 150,250,000 Attaching Options to Placement Participants (or their nominees) subject to Shareholder approval, (approval of which is sought pursuant to Resolution 4); and (d) intends to issue 3,000,000 Placement Shares to and 1,500,000 Attaching Options to Directors, Mr Geoffrey McNamara and Mr Paul Schmiede subject to Shareholder approval, (approval of which is sought pursuant to Resolutions 5 and 6); Joint Lead Managers The Company engaged the services of Unified Capital Partners Pty Ltd (ACN 666 560 050) (AFSL 554658) (Unified Capital) and Euroz Hartleys Limited (ACN 104 195 057) (AFSL 230052) (Euroz Hartleys) as joint lead managers to the Placement (Joint Lead Managers). The Company entered into a lead manager mandate with the Joint Lead Managers dated on or around 3 May 2025 (Mandate), pursuant to which the Company agreed to pay the Joint Lead Managers an aggregate management and selling fee of $182,100 (being, 6% of the proceeds raised under the Placement, excluding any funds raised from the chairman’s list) to be apportioned as follows: (a) 50% (being $91,050) to Unified Capital; and (b) 50% (being $91,050) to Euroz Hartleys. The Company has also agreed to issue the Joint Lead Managers (or their nominees) an aggregate of 75,875,000 Options on the same terms as those Attaching Options offered 6 under the Placement on a 50:50 basis (Lead Manager Options). Approval for the issue of the Lead Manager Options is sought by the Company pursuant to Resolution 7. 1.3 Use of Funds The funds raised under the Placement will be used to advance exploration programs at the Vista Montana, La Florida and Jupiter Projects in the coastal Cordillera region of Chile, with priority activities to include: (a) drilling at Vista Montana, Lana Corina and La Florida; (b) exploration of the Jupiter Project; (c) project payments; (d) costs associated with the Placement; and (e) general working capital. 2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES ISSUED UNDER LISTING RULES 7.1 AND 7.1A 2.1 General On 19 May 2025, the Company issued 54,290,555 Tranche 1 Placement Shares to Placement Participants at an issue price of $0.01 per Tranche 1 Placement Share to raise approximately $542,906 pursuant to the Placement. 32,574,333 Tranche 1 Placement Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 21,716,222 Tranche 1 Placement Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 1 May 2025 (being, the subject of Resolution 2). The issue of the Tranche 1 Placement Shares did not breach Listing Rule 7.1 at the time of the issue. 2.2 Listing Rules 7.1 and 7.1A 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 12-month period. Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Tranche 1 Placement Shares. 2.3 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares. Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares. 7 2.4 Technical information required by Listing Rule 14.1A If Resolutions 1 and 2 are passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Tranche 1 Placement Shares. If Resolutions 1 and 2 are not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Tranche 1 Placement Shares. 2.5 Technical information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2: (a) the Tranche 1 Placement Shares were issued to the Placement Participants, being unrelated professional and sophisticated investors who are clients of the Joint Lead Managers. The recipients were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company; (b) 54,290,555 Tranche 1 Placement Shares were issued on the following basis: (i) 32,574,333 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and (ii) 21,716,222 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2); (c) the Tranche 1 Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (d) the Tranche 1 Placement Shares were issued on 19 May 2025; (e) the issue price was $0.01 per Tranche 1 Placement Share under both issues of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Placement Shares; (f) the purpose of the issue of the Tranche 1 Placement Shares was to raise $542,906, which will be applied towards the items set out in Section 1.3 above; and (g) the Tranche 1 Placement Shares were not issued under an agreement; and (h) voting exclusion statements are included in Resolutions 1 and 2. 3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES 3.1 General Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 246,209,445 Tranche 2 Placement Shares to Placement Participants (or their nominees) at an issue price of $0.01 per Tranche 2 Placement Share to raise approximately $2,462,094 pursuant to the Placement. A summary of Listing Rule 7.1 is set out in Section 2.2 above. The proposed issue falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1 3.2 Technical information required by Listing Rule 14.1A If Resolution 3 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. In addition, the issue of the Tranche 2 Placement Shares will be 8 excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1. If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares. 3.3 Technical information required by Listing Rule 7.3 Pursuant to and in accordance with List