Addendum to Notice of General Meeting
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1035-16/8832404_2 1
ADAVALE RESOURCES LIMITED
ACN 008 719 015
ADDENDUM TO NOTICE OF GENERAL MEETING
Adavale Resources Limited (ACN 008 719 015) (Company) gives notice to Shareholders that, in
relation to the Notice of General Meeting dated 16 June 2026 (Notice) in respect of the Company’s
general meeting of members to be held at 8:00am (AWST) on 17 July 2026 (Meeting), the Directors
have resolved to include a new Resolution 7 within the Notice (Additional Resolution), an additional
Section 5 within the Explanatory Statement and an additional Schedule 2 as set out in this
Addendum.
Capitalised terms in this Addendum have the same meaning as given in the Notice except as
otherwise defined.
This Addendum is supplemental to the Notice and should be read in conjunction with the Notice.
Apart from the amendments set out below, all Resolutions and the Explanatory Statement in the
original Notice remain unchanged.
Proxy Form
The Proxy Form included with the Notice of General Meeting and this Addendum to Notice of
General Meeting contains the space to cast your proxy vote on Resolution 7. Accordingly, no
replacement Proxy Form is required.
Enquiries
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 8 2 8003 6733.
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S U P PL EM E N T AR Y B U SIN E S S OF TH E M EE T I NG
The agenda of the Notice is amended by including the following Resolutions:
1. RESOLUTION 7 – APPROVAL TO CORRECT THE TERMS OF THE CLASS C AND CLASS D
PERFORMANCE RIGHTS
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 6.23.4 and for all other purposes, Shareholders
approve the correction to the terms and conditions of the Class C Performance
Rights and Class D Performance Rights to be issued by the Company in the manner
and on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
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Voting Exclusion Statement
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:
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.
Resolution 7 – Approval To
Correct the Terms of the Class C
and Class D Performance Rights
Any person entitled to become a holder of the Class C and Class D Performance
Rights (and/or their nominee(s)) or an associate of that person or those persons.
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S U P PL EM E N T AR Y E X PL A N A T O R Y ST A T E ME NT
The Explanatory Statement is supplemented by including the following Section:
5. RESOLUTION 7 – APPROVAL TO CORRECT THE TERMS OF THE CLASS C AND CLASS D
PERFORMANCE RIGHTS
5.1 Background
At the general meeting of the Company held at 8:00am (AWST) on Wednesday, 10 June
2026 (June Meeting), Shareholders approved the issue of Class C and D Performance
Rights on the terms set out in Schedule 2 of the notice of meeting dated 1 May 2026 (June
Meeting Notice),
Due to an administrative error, Item 3 ("Vesting Conditions") of Schedule 2 of the June
Meeting Notice incorrectly used the term "cut-off grade" rather than the term "grade" in
respect of the Vesting Conditions (as defined in the June Meeting Notice, Vesting
Conditions) of the Class C and D Performance Rights. The Company accordingly seeks
Shareholder approval to correct the terms of the Class C Performance Rights and Class D
Performance Rights, for the purposes of Listing Rule 6.23.4 and for all other purposes.
Consequently, it is proposed that the terms of the proposed Class C Performance Rights
and Class D Performance Rights are corrected by deleting the following Class C and D
Vesting Conditions:
CLASS VESTING CONDITION
C The Company achieving an Inferred JORC Resource of 250,000oz at a minimum grade
cut-off grade of 1.00 g/t at Parkes Gold & Copper Project.
D The Company achieving an Inferred JORC Resource of 350,000oz at a minimum grade
cut-off grade of 1.00 g/t at Parkes Gold & Copper Project.
and replacing them with:
CLASS VESTING CONDITION
C The Company achieving an Inferred JORC Resource of 250,000oz at a minimum grade
of 1.00 g/t Au at Parkes Gold & Copper Project.
D The Company achieving an Inferred JORC Resource of 350,000oz at a minimum grade
of 1.00 g/t Au at Parkes Gold & Copper Project.
(being the Correction)
5.2 Rationale
Due to the administrative oversight in drafting the June Meeting Notice, the Company
proposes the Correction to properly reflect the agreed terms, subject to obtaining
Shareholder approval.
The Company considers that it must at a minimum:
(a) act in good faith and for a proper purpose;
(b) consider all relevant material and considerations and act fairly;
(c) not take into account irrelevant considerations; and
(d) act reasonably in the exercise of that power, including whether to exercise the
power or not.
The Company has considered the points set out in (a) to (d) above and considers it has
satisfied these points in its decision to put the Correction to Shareholders.
5.3 Technical information required by Listing Rule 14.1A
If Resolution 7 is passed, the terms of the Class C and Class D Performance Rights will be
corrected as detailed in Section 5.1 above.
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If Resolution 7 is not passed, the terms of the Class C and Class D Performance Rights will
remain unchanged, and the Correction will not be made to reflect the clerical error and
administrative oversight.
Other than the Correction, the terms and conditions of the Class C and Class D
Performance Rights will remain unchanged. The full terms and conditions of the Class C
and Class D Performance Rights (as corrected) are set out in Schedule 2 to this Notice.
5.4 Listing Rule 6.23.4
Listing Rule 6.23.4 provides that a company must obtain shareholder approval to make a
change to the terms of options on issue which is not prohibited under Listing Rule 6.23.3.
Listing Rule 6.23.3 prohibits a change to the terms of options which has the effect of
reducing the exercise price, increasing the period for exercise or increasing the number of
securities on exercise.
The Company does not consider the Correction to be prohibited under Listing Rule 6.23.3.
1035-16/8832404_2 6
S C H E DU L E 2 – TE R MS A N D C O N D IT I O N S O F I N C E N T I VE P ER F O R MA N C E R I GH T S
1. Entitlement Each Performance Right entitles the holder to subscribe for one Share
upon conversion of the Performance Right.
2. Consideration The Performance Rights will be issued for nil consideration and no
consideration will be payable upon the conversion of the Performance
Rights into Shares.
3. Vesting
Conditions
The Performance Rights shall vest as follows:
CLASS VESTING CONDITION
A The volume weighted average Share price (VWAP) calculated over 5
consecutive days on which the Shares have actually traded at or
exceeding $0.15.
B The VWAP calculated over 5 consecutive days on which the Shares
have actually traded at or exceeding $0.20.
C The Company achieving an Inferred JORC Resource of 250,000oz at a
minimum grade of 1.00 g/t Au at Parkes Gold & Copper Project.
D The Company achieving an Inferred JORC Resource of 350,000oz at a
minimum grade of 1.00 g/t Au at Parkes Gold & Copper Project.
each, a Vesting Condition.
4. Expiry Date The Performance Rights, whether vested or unvested, will otherwise
expire at 5:00 pm (WST) as follows:
CLASS EXPIRY DATE
A The date that is 48 months from the date of issue of the Performance
Rights.
B The date that is 48 months from the date of issue of the Performance
Rights.
C The date that is 12 months from the date of issue of the Performance
Rights.
D The date that is 24 months from the date of issue of the Performance
Rights.
(each, an Expiry Date).
If the relevant Vesting Condition attached to the Performance Right
has not been achieved by the Expiry Date, all unconverted
Performance Rights of the relevant tranche will automatically lapse at
that time.
5. Notice of vesting The Company shall notify the holder in writing when the relevant
Vesting Condition has been satisfied.
6. Quotation of
Performance
Rights
The Performance Rights will not be quoted on ASX.
7. Conversion Subject to paragraph 16, upon vesting, each Performance Right will,
at the election of the holder, convert into one Share.
8. Timing of issue of
Shares on
conversion
Within five Business Days of conversion of the Performance Rights, the
Company will:
(a) issue the number of Shares required under these terms and
conditions in respect of the number of Performance Rights
converted;
(a) if required, give ASX a notice that complies with
section 708A(5)(e) of the Corporations Act, or, if the
Company is unable to issue such a notice, lodge with ASIC a
prospectus prepared in accordance with the Corporations
Act and do all such things necessary to satisfy
1035-16/8832404_2 7
section 708A(11) of the Corporations Act to ensure that an
offer for sale of the Shares does not require disclosure to
investors; and
(b) if admitted to the official list of ASX at the time, apply for
official quotation on ASX of Shares issued pursuant to the
exercise of the Performance Rights.
If a notice delivered under 8(a) for any reason is not effective to ensure
that an offer for sale of the Shares does not require disclosure to
investors, the Company must, no later than 20 Business Days after
becoming aware of such notice being ineffective, lodge with ASIC a
prospectus prepared in accordance with the Corporations Act and do
all such things necessary to satisfy section 708A(11) of the Corporations
Act to ensure that an offer for sale of the Shares does not require
disclosure to investors.
9. Shares issued on
exercise
Shares issued on exercise of the Performance Rights rank equally with
the then issued shares of the Company.
10. Change of
Control
If a Change of Control Event occurs unvested Performance Rights will
automatically vest.
11. Participation in
new issues
There are no participation rights or entitlements inherent in the
Performance Rights and holders will not be entitled to participate in
new issues of capital offered to Shareholders during the currency of the
Performance Rights without converting the Performance Rights.
12. Adjustment for
bonus issues of
Shares
If the Company makes a bonus issue of Shares or other securities to the
Company’s existing shareholders (other than an issue in lieu or in
satisfaction of dividends or by way of dividend reinvestment no
changes will be made to the Performance Rights.
13. Reorganisation If at any time the issued capital of the Company is reorganised
(including consolidation, subdivision, reduction or return), all rights of a
holder will be changed in a manner consistent with the applicable ASX
Listing Rules and the Corporations Act at the time of reorganisation.
14. Dividend and
voting rights
The Performance Rights do not confer on the holder an entitlement to
vote (except as otherwise required by law) or receive dividends.
15. Transferability The Performance Rights are not transferable.
16. Deferral of
conversion if
resulting in a
prohibited
acquisition of
Shares
If the conversion of a Performance Right under paragraphs 7 or 10
would result in any person being in contravention of section 606(1) of
the Corporations Act (General Prohibition) then the conversion of that
Performance Right shall be deferred until such later time or times that
the conversion would not result in a contravention of the General
Prohibition. In assessing whether a conversion of a Performance Right
would result in a contravention of the General Prohibition:
(a) holders may give written notification to the Company if they
consider that the conversion of a Performance Right may
result in the contravention of the General Prohibition. The
absence of such written notification from the holder will
entitle the Company to assume the conversion of a
Performance Right will not result in any person being in
contravention of the General Prohibition; and
(b) the Company may (but is not obliged to) by written notice to
a holder request a holder to provide the written notice
referred to in paragraph 16(a) within 7 days if the Company
considers that the conversion of a Performance Right may
result in a contravention of the General Prohibition. The
absence of such written notification from the holder will
entitle the Company to assume the conversion of a
Performance Right will not result in any person being in
contravention of the General Prohibition.
1035-16/8832404_2 8
17. No rights to return
of capital
A Performance Right does not entitle the holder to a return of capital,
whether in a winding up, upon a reduction of capital or otherwise.
18. Rights on winding
up
A Performance Right does not entitle the holder to participate in the
surplus profits or assets of the Company upon winding up.
19. ASX Listing
Rule compliance
The Board reserves the right to amend any term of the Performance
Rights to ensure compliance with the ASX Listing Rules.
20. No other rights A Performance Right gives the holder no rights other than those
expressly provided by these terms and conditions and those provided
at law where such rights at law cannot be excluded by these terms.
XX
For your proxy appointment to be effective it
must be received by 8.00am (AWST) on
Wednesday, 15 July 2026.
All your securities will be voted in accordance with your directions.
YOUR VOTE IS IMPORTANT
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
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Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the
meeting you will need to provide the appropriate “Appointment of Corporate
Representative”. A form may be obtained from Computershare or online at
www.investorcentre.com/au and select "Printable Forms".
PARTICIPATING IN THE MEETING
SIGNING INSTRUCTIONS FOR POSTAL FORMS
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APPOINTMENT OF PROXY
PLEASE NOTE: For security reasons it
is important that you keep your SRN/HIN
confidential.
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should
sign.
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please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company
Secretary, this form must be signed by that person. If the company (pursuant to section 204A
of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this form must be signed by a Director jointly with either another
Director or a Company Secretary. Please sign in the appropriate place to indicate the office
held. Delete titles as applicable.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes
opposite each item of business. If you do not mark a box your proxy may vote or abstain as
they choose (to the extent permitted by law). If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the
percentage or number of securities you wish to vote in the For, Against or Abstain box or
boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the
meeting and vote on a poll. If you appoint two proxies you must specify the percentage of
votes or number of securities for each proxy, otherwise each proxy may exercise half of the
votes. When appointing a second proxy write both names and the percentage of votes or
number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
You may elect to receive meeting-related
documents, or request a particular one, in
electronic or physical form and may elect
not to receive annual reports. To do so,
contact Computershare.
Control Number: 188857
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act
generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the
extent permitted by law, as the proxy sees fit) at the General Meeting of Adavale Resources Limited to be held as a virtual meeting on Friday, 17
July 2026 at 8.00am (AWST) and at any adjournment or postponement of that meeting.
Appoint a Proxy to Vote on Your Behalf
Change of address. If incorrect,
mark this box and make the
correction in the space to the left.
Securityholders sponsored by a
broker (reference number
commences with ‘X’) should advise
your broker of any changes.
Proxy Form Please mark to indicate your directions
I/We being a member/s of Adavale Resources Limited hereby appoint
the Chair
of the Meeting
OR
PLEASE NOTE: Leave this box blank if
you have selected the Chair of the
Meeting. Do not insert your own name(s).
Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director & Sole Company Secretary Director Director/Company Secretary
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the
Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Update your communication details By providing your email address, you consent to receive future Notice
of Meeting & Proxy communications electronically
Mobile Number Email Address
(Optional)
XX
Step 1
Step 2
Signature of Securityholder(s)
Step 3
For Against Abstain
Resolution 1 Approval to Issue TSA Consideration Shares to the TSA Vendors
Resolution 2 Approval to Issue TSA Consideration Options to the TSA Vendors
Resolution 3 Approval to Issue Release Shares to Monarch
Resolution 4 Approval to Issue Release Options to Monarch
Resolution 5 Approval to Issue SSA Consideration Shares to the SSA Vendors
Resolution 6 Approval to Issue SSA Consideration Options to the SSA Vendors
Resolution 7 Approval to Correct the Terms of the Class C and Class D Performance Rights
Date
/ /
A D D
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