Notice of Extraordinary General Meeting/Proxy Form
Released
Released
Announcement PDF
Dart Mining NL
ACN 199 904 880
Notice of Extraordinary General Meeting
The Extraordinary General Meeting of the Company will be held as follows:
Time and date: 11.00am (AEST) on Monday, 10 August 2026
Location: Online as a virtual meeting
The Notice of Extraordinary General Meeting should be read in its entirety. If Shareholders are in doubt as
to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to
voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by
telephone on (03) 9642 0655.
Shareholders are urged to vote by lodging the Proxy Form made available with the Notice
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Dart Mining NL
ACN 119 904 880
(Company)
Notice of Extraordinary General Meeting
Notice is hereby given that the Extraordinary General Meeting of Shareholders of Dart Mining NL ACN 119
904 880 will be held virtually on Monday, 10 August 2026 at 11.00am (AEST) (Meeting).
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.
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 as Shareholders on Saturday, 8
August 2026 at 7.00pm (AEST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
1 Resolutions
Resolution 1 – Approval to dispose of the Sale Assets
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
'That, for the purposes of Listing Rule 11.4.1(b) and for all other purposes, approval is given for the
disposal of the Sale Assets to Indigo, on the terms and conditions in the Explanatory Memorandum.’
Resolution 2(a) and (b) – Ratification of prior issue of Placement Shares
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary
resolution the following:
'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
52,427,155 Placement Shares as follows:
(a) 31,456,293 Placement Shares issued under Listing Rule 7.1; and
(b) 20,970,862 Placement Shares issued under Listing Rule 7.1A,
on the terms and conditions in the Explanatory Memorandum.’
Resolution 3 – Approval to issue Placement Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
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‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders
approve the issue of up to 52,427,155 Placement Options on the terms and conditions in the
Explanatory Memorandum.’
Resolution 4(a) and (b) – Approval to issue Broker Securities
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary
resolution the following:
‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders
approve the issue of up to 36,699,010 Broker Securities to Zerp Capital Pty Ltd (or its nominees) as
follows:
(a) up to 5,242,716 Broker Shares and 5,242,716 Attaching Options; and
(b) up to 26,213,578 Broker Options,
on the terms and conditions in the Explanatory Memorandum.’
2 Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
(a) Resolution 1: by or on behalf of Indigo or any other person who will obtain a material benefit
as a result of the Disposal (except a benefit solely by reason of being a Shareholder), or any
of their respective associates;
(b) Resolution 2(a) to (b) (inclusive): by or on behalf of any person who participated in the
issue of the Placement Shares, or any of their respective associates;
(c) Resolution 3: 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 Placement Options (except a
benefit solely by reason of being a Shareholder), or any of their respective associates; and
(d) Resolution 4(a) to (b) (inclusive): by or on behalf of the Zerp Capital Pty Ltd (or its
nominees), and any other person who is expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue of the Broker Securities (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
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(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
Julie Edwards
Company Secretary
Dart Mining NL
Dated: 7 July 2026
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Dart Mining NL
ACN 119 904 880
(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 virtually on Monday,
10 August 2026 at 11.00am (AEST).
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 2 Action to be taken by Shareholders
Section 3 Details of the Disposal
Section 4 Resolution 1 – Approval to dispose of the Sale Assets
Section 5 Resolution 2(a) and (b) – Ratification of prior issue of Placement Shares
Section 6 Resolution 3 – Approval to issue Placement Options
Section 7 Resolution 4(a) and (b) – Approval to issue Broker Securities
Schedule 1 Definitions
Schedule 2 Sale Assets Tenement Schedule
Schedule 3 Pro Forma Statement of Financial Position
Schedule 4 Terms and Conditions of Placement Options, Attaching Options and Broker
Options
A Proxy Form is made available at the end of the Explanatory Memorandum.
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2. Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
2.1 No voting in person
Please refer to the information below on how Shareholders can participate in the Meeting.
As Shareholders will not be entitled to physically attend the Meeting, it will be deemed to be held
at the registered office of the Company in accordance with section 249RA(1)(c) of the
Corporations Act.
2.2 Attending the Meeting virtually
If you wish to attend the Meeting, you must register online. You can then join the Meeting in one
of two ways:
(a) If your e-mail address has been provided to the Company for you to receive
communications by e-mail: by clicking on this link:
https://zoom.us/meeting/register/jfOr9DloT4arSNOo3aF2WQ
You will then be asked to register for the Meeting.
(b) If your e-mail address has not been provided to the Company, to register for the Meeting:
go to www.zoom.us then select ‘join a meeting’ and enter the following meeting ID: 913
3454 2324
You may register at any time up to 11.00am (AEST) on Sunday, 9 August 2026, being 24 hours
before the appointed time of the Meeting.
Further guidance on how to access the Meeting will be uploaded on the ASX and the Company’s
website in the week prior to the Meeting, outlining how Shareholders will be able to participate in
the Meeting via the internet.
The Meeting will be virtually accessible to all Shareholders, and will allow Shareholders, as a
whole, a reasonable opportunity to participate without being physically present at the Meeting.
If you have any difficulty, please e-mail the Company Secretary: jedwards@dartmining.com.au.
2.3 Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and vote
at the Meeting. The appointment must comply with the requirements of section 250D of the
Corporations Act. The representative should submit to the Company ahead of the Meeting, or
bring to the Meeting evidence of their appointment, including any authority under which it is
signed.
2.4 Voting by proxy
A Proxy Form is made available with this 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 vote by completing and submitting the Proxy Form 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 virtually attending and voting at the Meeting.
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Please note that:
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint
a proxy;
(b) a proxy need not be a member of the Company; and
(c) 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 available 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:
(d) 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);
(e) 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;
(f) 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
(g) 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:
(a) 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;
(b) the appointed proxy is not the chair of the meeting;
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on
the resolution; and
(d) either 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.
Your proxy voting instruction must be received by 11.00am (AEST) on Saturday, 8 August 2026,
being not later than 48 hours before the commencement of the Meeting.
2.5 Chair’s voting intentions
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention.
2.6 Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be
submitted by emailing the Company Secretary at jedwards@dartmining.com.au by no later than
five business days before the Meeting.
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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. Details of the Disposal
3.1 Summary
On 9 June 2026, following the Company’s initial announcement on 17 March 2026 regarding the
execution of a non-binding term sheet, the Company announced that it had entered into a binding
sale and purchase deed (SPD) with Indigo Metals Limited (Indigo), an unrelated party of the
Company, for the sale of the following assets (Disposal):
(a) 100% of the issued share capital of Mt Unicorn Holdings Pty Ltd (Mt Unicorn) (excluding
the Buckland Gold Project), which is the sole holder of the Mount Unicorn Project;
(b) the Sandy Creek Project;
(c) the Tallandoon Project; and
(d) the Corryong Project,
(together, the Sale Assets) to Indigo in return for (together, the Consideration):
(e) the payment of a deposit of $200,000 in cash (Deposit), which has been paid;
(f) the payment of $3,600,000 in cash, less the Deposit (Cash Consideration);
(g) the issue of 17,500,000 fully paid ordinary shares in the capital of Indigo at a deemed
issue price of $0.20 per share1 (Consideration Shares); and
(h) the grant of a 2.5% Net Smelter Revenue Royalty on all antimony production from the
Sandy Creek Project and the Tallandoon Project, and from any successor mineral
tenements to those tenements (the Royalty).
The Disposal is conditional on the passing of Resolution 1, in addition to Indigo receiving from
ASX a notice of its intent to admit Indigo to the official list of the ASX, subject only to
usual/customary conditions (together, the Conditions Precedent).
Indigo intends to:
(a) acquire:
(i) the Sale Assets; and
1
While Indigo has not yet finalised the terms of its proposed listing on the ASX, including the proposed issue price, the Company
determined that the deemed issued price for the Consideration Shares of $0.20 each is appropriate as it is based on the minimum
issue price of Indigo shares in accordance with Listing Rule 2.1, Condition 2.
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(ii) 100% of the shares in Hidden Dome No 1 Pty Ltd and Hidden Dome No 2 Pty
Ltd, which together hold 100% of the Queensland mining licences ML 20496 and
ML 20505; and
(b) undertake an initial public offer and seek admission to the official list of the ASX.
3.2 Key steps in the Disposal
The Disposal comprises of the following key steps:
(a) Shareholder approval being obtained for the Disposal (the subject of Resolution 1);
(b) Indigo receiving from ASX a notice of its intent to admit Indigo to the official list of the ASX,
subject only to usual/customary conditions; and
(c) Completion of the SPD, including obtaining all necessary and incidental Government,
regulatory and third-party consents for the transfer of the Sale Assets to Indigo.
3.3 Indicative timetable
Event Date
Execution of SPD and announcement of Disposal 9 June 2026
This Notice of Meeting is despatched to the Company’s Shareholders 10 July 2026
General Meeting 10 August
2026
Completion of the SPD On or around
14 September
2026
Note: The dates shown in the table above are indicative only and may vary subject to the
Corporations Act, the Listing Rules, and other applicable laws.
3.4 Rationale for the Disposal
The Company’s primary focus continues to be mineral exploration and the examination of new
resource opportunities. In addition to the Company’s Sale Assets (being the subject of this
Resolution), the Company holds interests in its flagship Triumph Gold Project and the
Coonambula Antimony-Gold Project2 located in central Queensland (together, the Queensland
Assets) and suite of secondary projects across Victoria including the Rushworth and Walwa
projects.
The recent activities undertaken by the Company include:
(a) Completion of rock chip sampling at Triumph Gold Project: As announced on 26 March
2026, the Company completed this sampling in December 2025 with the aim of further
2
The project is a Farm-In Joint Venture agreement with Great Divide Mining (ASX:GDM), with the Company having rights to earn up
to 51% interest in 6 tenements forming the Coonambula Antimony-Gold Project.
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defining priority targets for resource growth in Triumph’s Northern Corridor and areas
adjacent to the Norton Mine. Refer to Company’s quarterly report dated 30 April 2026 for
further details.
(b) Diamond drilling at the Coonambula Antimony-Gold Project: The Company
commenced diamond drilling at the Coonambula Antimony-Gold Project on 28 November
2025, with 4,100 metres of drilling being completed as at 4 June 2026. Refer to Company’s
quarterly report dated 30 April 2026, and recent announcements dated 4 and 10 June 2026
for further details.
(c) Acquisition of Skarn Ridge Project: As announced on 11 February 2026, the Company
completed the acquisition of highly prospective, underexplored projects in the south-
eastern region of Queensland which include an existing EPM (28873) and EMPA (28868).
(d) Proposed sale of Buckland Gold Project: As announced on 17 March 2026, the
Company has entered into a binding sale and purchase term sheet with Daybreak Minerals
Pty Ltd for the sale of the Company’s 100% interest in the Buckland Gold Project located
in north-east Victoria.
(e) Proposed acquisition of seven highly prospective EL applications: As announced on
29 May 2026, the Company has entered into a binding term sheet with Core Uranium
Limited for the acquisition ~4,700km² in tenement applications as a package in the Pine
Creek region of the Northern Territory, prospective for gold, copper, tungsten, tin, and
uranium. Refer to the Company’s announcement dated 29 May 2026 for further details.
(f) Walwa Project under assessment: As announced on 16 June 2026, in response to strong
metal prices, the Company has commenced a review of its Victorian tin-tungsten projects
in Northeast Victoria.
Further details in respect of the Company’s projects are set out in the Company’s quarterly report
released to ASX on 30 April 2026.
Following a review by the Board and given the prospectivity of the Queensland Assets, the Board
considers that the Company cannot reasonably prioritise resources to optimise the exploration
potential of the Sale Assets and that the value of the Sale Assets is not being fully reflected in the
Company’s Share price. Accordingly, the Company determined that the Sale Assets should be
considered a non-core asset and that alternatives to divest the Sale Assets should be explored.
3.5 Advantages and disadvantages of the Disposal
(a) Advantages
(i) The Board considers the Sale Assets to be non-core to its strategic objectives.
(ii) The Board will be able to focus on, and prioritise, the development of the
Company’s other projects, in particular the Queensland Assets.
(iii) The Disposal will provide the Company with an additional $3,600,000 in cash,
which will be directed towards exploration and development of its existing
projects.
(iv) The Company will retain an indirect interest in the Sale Assets by virtue of its
shareholding in Indigo (followings its admission to the official list of ASX) and the
Royalty, which may generate further value for Shareholders.
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(v) The Board sees considerable underlying value in the Sale Assets that is not
being valued by the market and, therefore, a dedicated fully funded vehicle may
realise appropriate value for Shareholders.
(b) Disadvantages
(i) The Company will no longer directly hold and have control over the Sale Assets,
which may not be consistent with the investment objectives of all Shareholders.
The Sale Assets will be managed by Indigo following completion of the Disposal.
(ii) The Company will incur costs associated with the Disposal including, but not
limited to legal, accounting, and advisory fees incurred in the preparation of
documentation required to give effect to the Disposal and tax advice obtained in
relation to any taxation consequences of the Disposal.
(iii) There is no guarantee that the market in Indigo shares upon admission to the
official list of ASX will be liquid should the Company wish to realise its returns
from the issue of the Consideration Shares in the future.
(iv) There is no guarantee that, for reasons outside of the Company’s control, the
Disposal will proceed to completion.
3.6 Effect of the Disposal on Shareholders
(a) What will you receive?
If the Disposal is implemented, the Company will receive the Consideration (including the
Consideration Shares).
The Company intends to retain the Consideration Shares following completion of the SPD
rather than undertaking an in-specie distribution to its Shareholders. On that basis,
Shareholders will not receive any shares in the capital of Indigo because of the Disposal
but will continue to retain an economic exposure to the Sale Assets via the Company for
as long as the Company retains the Consideration Shares.
(b) What is the impact on your shareholding?
The number of Shares you hold will not change as a result of the Disposal. The rights
attaching to your Shares will also not alter.
If the Disposal is completed, the value of your Shares may be affected. The removal of
the Sale Assets from the Company's asset portfolio may reduce the value of your Shares,
however this may be offset by the value of the Company’s shareholding in Indigo by
virtue of the Consideration Shares. The extent of any impact will be dependent on the
value ascribed by the market to the Sale Assets and the Consideration Shares from time
to time.
(c) What is the effect of the Disposal on Options and Performance Rights?
The Disposal will have no effect on the terms of the Options or Performance Rights of the
Company currently on issue.
(d) What are the taxation implications of the Disposal?
No significant taxation ramifications are anticipated as a result of the Disposal.
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3.7 Costs of the Disposal
The total approximate expenses of the Disposal are:
Disposal Costs A$
Legal fees 25,000
Tax advice 1,000
Co Sec/Accounting/admin 10,000
Contingency 10,000
Total Disposal Costs 46,000
3.8 Overview of the Sale Assets
Details of the tenements which comprise the Sale Assets, together with any encumbrances (if any)
are set out in Schedule 2.
(a) Mount Unicorn Project
The Mount Unicorn Project consists of one granted retention licence.
Mt Unicorn, a wholly owned subsidiary of the Company, currently holds 100% of the
licence comprising the Mount Unicorn Project.
The Company has conducted extensive percussion and diamond drilling, geophysics,
geochemistry, environmental, social, logistical and metallurgical studies culminating in a
JORC Mineral Resource Estimate and Pre-Feasibility Study.
(b) Sandy Creek Project
The Sandy Creek Project consists of two granted exploration licences.
The Company currently holds 100% of the licences comprising the Sandy Creek Project.
The Company has conducted extensive soil and rock chip regional geochemistry,
prospect mapping and limited RAB Percussion drilling at key prospects.
(c) Tallandoon Project
The Tallandoon Project consists of one granted exploration licence.
The Company currently holds 100% of the licence comprising the Tallandoon Project.
The Company has conducted limited regional rock chip sampling and prospect mapping.
(d) Corryong Project
The Corryong Project consists of one granted exploration licence.
The Company currently holds 100% of the licence comprising the Corryong Project.
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The Company has undertaken compilation of past data, including regional and prospect
scale soil and rock chip geochemistry previously undertaken by the Company under
expired tenements over the area including focused percussion (RC & RAB) drilling at the
Mountain View Gold Project culminating in the estimation of a small JORC Mineral
Resource Estimate. 5 diamond drill holes were also completed at the North Mammoth
Porphyry Project under expired EL4726 in the search for porphyry mineralisation north of
the Saltpetre Gap Fault within the tenement.
4. Resolution 1 – Approval to dispose of the Sale Assets
4.1 General
The background to the Disposal is summarised in Section 3.1 above. Details of the Sale Assets
are provided in Section 3.8 and Schedule 2.
Resolution 1 seeks Shareholder approval to dispose of the Sale Assets to Indigo under and for
the purposes of Listing Rule 11.4.
4.2 Listing Rule 11.4
Listing Rule 11.4(a) relevantly provides that a listed entity must not dispose of a major asset if, at
the time of disposal, it is aware that the person acquiring the asset intends to offer or issue
securities with a view to becoming listed.
Listing Rule 11.4.1(a) and (b) provide exceptions to Listing Rule 11.4(a), namely:
(a) if all the securities in the spin-out vehicle are offered, issued or transferred pro rata to the
holders of ordinary securities in the listed entity or in any other way that, in ASX's opinion,
is fair and reasonable in all circumstances; or
(b) shareholders of the listed entity approve the spin-out.
ASX has confirmed that the Sale Assets represent a “major asset” of the Company for the
purposes of Listing Rule 11.4. As Indigo is acquiring the Sale Assets for the purposes of a
proposed listing on the ASX, the Disposal is regarded as a non-standard spin-out of a major
asset for these purposes and paragraph (a) above does not apply, and therefore it is a
requirement for the Disposal to be approved by the Shareholders of the Company under
paragraph (b) above.
Resolution 1 seeks the required Shareholder approval of the Disposal for the purposes of Listing
Rule 11.4.1(b).
If Resolution 1 is passed, the Company will be able to proceed with the Disposal and dispose of
the Sale Assets to Indigo under and for the purposes of Listing Rule 11.4.1(b).
If Resolution 1 is not passed, the Conditions Precedent will not be satisfied and the Company will
not be able to proceed with the Disposal under and for the purposes of Listing Rule 11.4.1(b), and
the Company will continue to hold the Sale Assets. If this outcome were to eventuate, the
Company may look to undertake alternative value realisation opportunities with the Sale Assets
such as, without limitation, disposals to third parties or entering joint venture arrangements.
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4.3 Specific information required in accordance with Listing Rule 11.4 and Guidance
Note 13
The following information is provided in relation to the Disposal and in accordance with Listing
Rule 11.4 and Guidance Note 13:
(a) The name of the ‘spin out vehicle’ is Indigo Metals Limited.
(b) As at the date of this Notice, Indigo’s securities on issue comprise 9,062,500 fully paid
ordinary shares.
(c) Indigo has not yet finalised the terms of its proposed listing on the ASX, including the
proposed number of securities to be issued and the proposed issue price.
(d) Indigo’s initial public offer will be conducted by way of a public prospectus lodged with
ASIC, open to all investors including retail Company Shareholders on the same terms as
institutional applicants. The initial public offer will not restrict participation to wholesale or
sophisticated investors only, however it is not anticipated that there will be a priority offer
to the Company’s Shareholders. Accordingly, the Company cannot guarantee any
application by a Company Shareholder for Indigo shares under the initial public offer will
be successful and will otherwise be subject to Indigo’s allocation policy.
(e) Details of the Disposal and how it is to be effected is detailed in Sections 3.1 to 3.3
(inclusive).
(f) Information regarding the assets the subject of the Disposal, being the Sale Assets, is
described in Section 3.8 and Schedule 2. The accounting value of the Sale Assets as
reflected in the Company’s latest unaudited financial accounts (for the period ended 31
December 2025) is $1,842,615.
(g) The impact the Disposal will have on the Company’s latest unaudited financial statements
(being for the period ended 31 December 2025) assuming the Disposal took place on 31
December 2025 (including financial measures) is detailed in the pro-forma statement of
financial position included in Schedule 3 and as follows:
(i) 28.56% on consolidated total assets as at 31 December 2025; and
(ii) 29.73% on consolidated total net assets as at 31 December 2025;
(iii) 0% on total consolidated annual expenditure, assuming any expenditure on the
Company's assets is capitalised;
(iv) -664.45% on consolidated EBITDA, assuming the half-year results include the
gain on the Disposal; and
(v) -663.34% on consolidated loss/income (before tax), assuming the half-year
results include the gain on the Disposal.
(h) The impact the Disposal will have on Shareholders is detailed in Section 3.6.
(i) The advantages and disadvantages, including the reasons why the Board consider that
the Disposal is of the benefit to Shareholders is detailed in Sections 3.5(a) and 3.5(b)
(respectively). ASX has advised that Listing Rule 11.4 applies to the Disposal and that
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the exception in Listing Rule 11.4.1(a) does not apply. Accordingly, the Company is
seeking Shareholder approval under Listing Rule 11.4.1(b) for the Disposal.
(j) The material terms of the SPD pursuant to which the Sale Assets will be transferred to
Indigo is detailed in Section 3.1. The SPD is otherwise on terms and conditions
considered standard for an agreement of this nature, including relevant representations
and warranties from the Company and Indigo.
(k) A voting exclusion statement is included in the Notice.
4.4 Additional information
Resolution 1 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of Resolution 1.
5. Resolution 2(a) and (b) – Ratification of prior issue of Placement Shares
5.1 General
On 29 May 2026, the Company announced that it had received firm commitments from
professional and sophisticated investors to raise approximately
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