Nagambie Resources Limited ($NAG)

Thank you. Hello, ladies and gentlemen. Welcome to the April 2026 General Meeting of Nagambie Resources Limited. It is now 11:00 a.m. I'm advised that a quorum of members is present, and therefore, declare the meeting open. We are conducting this meeting as a virtual meeting, and I welcome shareholders and visitors joining us online. My name is Kevin Perrin, and I'll be chairing today's meeting. Joining me today are my fellow Director, Michael Trumbull, and I think we have an apology from David Morgan. Nagambie's CEO, James Earle and Nagambie's Company Secretary, Meghan Dennehy, are also here today. I note that James is joining us online remotely. The notice of the general meeting and explanatory memorandum have been circulated in accordance with the requirements set out in the company's constitution, and I take these as having been read. The order of proceedings for today is to welcome you and to give an overview of the meeting followed by the formal business of the meeting to be conducted. There are 7 resolutions for today's meeting, each of which I'll put to a vote by poll. I've appointed James Barrie, Fernville Group, who is assisting the company to run today's virtual meeting to be the returning officer. Results of all resolutions will be lodged with the ASX at the conclusion of today's meeting. Please note that I intend to vote any open proxies, which are held as Chair of the meeting in favor of the resolutions. And the Board unanimously recommends that shareholders also vote in favor of the resolutions with the directors abstaining in respect of the proposed issue of options to directors. Before I put each resolution to the meeting, there would be an opportunity to ask questions about that resolution. To ask a question virtually on the bottom of your Zoom screen, there's a Q&A button. Please type your question in and hit send. I would ask shareholders to type in questions separately. This way, we can give all shareholders a fair and reasonable opportunity to ask a question. Should you prefer to ask your question verbally, please request this by typing it into the Q&A and also indicating which resolution or subject your question relates to. If an online attendee has a technical issue, please click on the raise hand function at the bottom of the screen and our IT support team will gladly assist. Please keep your questions to the topic of each resolution. There will be an opportunity for shareholders to ask general questions when we open the floor to questions of a more general nature. As you would appreciate, as a listed company, the only questions that we can respond to are those which can and we can do so using publicly available information. This includes where the question is in relation to forward-looking activities. We now move to the formal business of the meeting. As I mentioned earlier, all resolutions will be put to a poll, which will be conducted once all resolutions are being put to the meeting. It is noted that the Resolutions 1, 2 and 3 are interconditional resolutions, meaning that unless all Resolutions 1 to 3 receive shareholder approval at this meeting none of them will pass. Resolution 1 relates to the approval for the company to enter into the proposed joint venture with Alkane Resources Limited referred to as ANJV. As announced on 30 January 2026, the company and Mandalay Resources Costerfield Operations Proprietary Limited, our 100% subsidiary of Alkane Resources entered into a binding term sheet, where subject to shareholder approval, the company will grant Costerfield and earn in over the company's Victorian Mining license, MIN-5412 and Victorian Exploration License, EL-5511 as part of the ANJV. The explanatory notes set out through the terms of the ANJV. Additionally, as announced on the 7th of April, 2026, the parties have executed transaction documents for the ANJV. It is noted that all completed conditions to the ANJV have been fulfilled, excluding shareholder approval. As such, if the required shareholder approvals are obtained at today's meeting, the transaction documents will be -- will complete. And Nagambie and Alkane will proceed with the ANJV in accordance with their terms. Proxies received are shown on the screen now. Are there any questions from shareholders specifically in relation to this resolution?

No questions, Chair.

Thank you. We'll now move to Resolution 2 to the next resolution. As I am a related party to Resolution 2. Michael Trumbull will chair the meeting for the table of Resolution 2.

Thanks, Kevin. Resolution 2 seeks approval under ASX Listing Rule 10.11 for the company to issue 100 million fully paid ordinary shares at $0.015 per share to PPT Nominees, Proprietary Limited or its nominees. It is noted that PPT Nominees is a related party election of Kevin Perrin. The purpose of the issue is to repay $1.5 million of the current $3 million PPT loan, which was entered into on the 13th of September 2025 and varied on the 6th of March 2025. It is further noted that this Resolution 2 is a condition to the ANJV-considered Resolution 1. Kevin Perrin and any associates of Kevin Perrin are prevented from voting on this resolution. However, the Chair may vote proxies on this resolution where the shareholder provides express authorization for the Chair to exercise the proxy. Proxies received are shown on the screen. The overwhelmingly in favor. I think 0.7% against, so over 99% for. Are there any questions from shareholders specifically in relation to this resolution.

James, have any questions been received? James Barrie.

Apparently not. So thank you. We will now move to the next resolution. I'll pass to Kevin to chair the rest of today's meeting.

Thanks, Mike, for doing that. Resolution 3 seeks approval under ASX Listing Rule 7.1 for the company to issue 166,666,667 fully paid ordinary shares of $0.015 per share to Alkane Resources Limited or its nominees, raising $2.5 million in equity for the company. The funds raised will go towards repayment of convertible notes and obligatory expenditure of the company. It is noted that this Resolution 3 is a condition to and forms part of the ANJV considered at Resolution 1. Proxies received are now shown on the screen. Are there any questions from shareholders specifically in relation to this resolution?

No questions received, Chair.

Thank you. Okay. We'll move to Resolution 4. It's proposed for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval be given in respect to the issue of the following securities on the 4th of December 2025. 60 million shares issued under ASX Listing Rule 7.1A and 30 million options free attaching to the shares issued under ASX Listing Rule 7.1. The ratification of the prior issue of shares and options pursuant to Resolution 4 will refresh the company's placement capacity under ASX Listing Rule 7.1 and 7.1A. Proxy shown -- proxies received are now shown on the screen. Are there any questions in relation to this resolution?

No questions received, Chair.

Thank you. Resolution 5 is referred for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval will be given in respect of the issue of the following securities to JP Equity Partners and its nominees. 1,078, 963 shares issued on the 8th of October 2025 under ASX Listing Rule 7.1 and 2,094,523 shares issued on the 6th of February 2026 under ASX Listing Rule 7.1. The ratification of the prior issue of shares pursuant to Resolution 5 will refresh the company's placement capacity under ASX Listing Rule 7.1. Proxies received are shown on the screen now. Are there any questions from shareholders specifically in relation to this resolution?

No questions, Chair.

Thank you. I'll now move to Resolution 6. We proposed for the purposes of our ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the past issue of 2.8 million options to JP Equity Partners and its nominees on the 4th of December 2025 under ASX Listing Rule 7.1. The ratification of the prior issue of options pursuant to Resolution 6 will refresh the company's placement capacity under ASX Listing Rule 7.1. Proxies received are on the screen now. Are there any questions in relation to this resolution?

No questions. Chair?

Thank you. Moving to Resolution 7, which proposed that for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the past issue of 7,150,000 options issued to employees and contractors of the company on the 1st of December 2025 under ASX Listing Rule 7.1. The ratification of the prior issue of options pursuant to Resolution 7 will refresh the company's placement capacity under ASX Listing Rule 7.1. Proxies received are shown on the screen now. Are there any questions in relation to the resolution?

No questions, Chair.

Thank you very much. Thank you, ladies and gentlemen. I'll now put each resolution to a poll and direct that a poll will be held for each of the resolutions. As mentioned, James Barrie will conduct the poll as Returning Officer and voting is now open. [Voting]

Shareholders may click for, against or abstain, then click next to move to the next resolution. Shareholders, who are not voting for this because they've lodged their proxy forms may click skip poll. Shareholders, who have not lodged their proxy beforehand are encouraged to vote on the poll now. If a shareholder has already voted by proxy, you do not need to vote again unless you want to change your vote. Voting in the poll is entirely optional. If any shareholders having difficulty in voting online, then please click on the raise hand function and our IT support team will be happy to assist. Please now complete your voting.

I just give you another 15 seconds or so, Chair. Thank you.

Thank you.

Yes. I think you're okay to close the poll now, Chair.

Thank you, James. Thank you. I'll declare the poll closed. Voting results will be released to the ASX shortly after today's meeting concludes. Next part of our meetings is a general question-and-answer. Ladies and gentlemen, there's an opportunity for shareholders to ask questions of a more general nature. As I mentioned in my opening remarks, we can only answer questions on the basis of publicly available information. This includes where the question is in relation to forward-looking activities. Shareholders attending virtually, please enter your question by clicking on the Q&A button located at the bottom of your Zoom screen or shareholders who prefer to ask their questions verbally please indicate this by typing their request in the Q&A. James have any questions been submitted?

No questions have been received, Chair. So maybe if there's a question that a shareholder has afterwards that they email that through to the company as per normal. Thank you.

Yes, we're quite happy to accept questions from shareholders that are e-mailed to the Company Secretary and we'll attend to those. Thank you, ladies and gentlemen. There being no further questions, that concludes today's general meeting and I declare the meeting closed. Thank you, and enjoy the rest of your day.