General Meeting of Shareholders
Released
Released
Announcement PDF
ASX ANNOUNCEMENT & MEDIA RELEASE | 13 February 2026
www.provaris.energy Page | 1
General Meeting of Shareholders
SYDNEY: Provaris Energy Ltd (ASX.PV1, Provaris, or the Company) hereby provides notice that a General
Meeting (Meeting) of shareholders of the Company will be held at 10.00am (AEDT) on Thursday, 19 March
2026, at Quay Quarter Tower, Level 14, 50 Bridge St, Sydney NSW 2000 (offices of Johnson Winter Slattery).
Please find attached:
• Shareholder letter, regarding the Meeting material, which will be sent by post to those shareholders
who have not elected to receive notices by email;
• Notice of Meeting; and
• Sample Proxy Form. A personalised proxy form will be attached to your shareholder letter.
Details on how to vote and attend the Meeting are included in the Notice of Meeting.
- END -
This announcement has been authorised for release by the Company Secretary of Provaris Energy Ltd.
For further information please contact:
Norm Marshall Martin Carolan
Company Secretary Managing Director & CEO
+61 481 148629 +61 404 809019
nmarshall@provaris.energy mcarolan@provaris.energy
Sydney, Australia | Oslo, Norway
Provaris
We encourage shareholders and potential investors to utilise our InvestorHub for any enquiries regarding
this announcement or other areas related to Provaris. This platform offers an opportunity to submit
questions, share comments, and view video summaries of all announcements, media and relevant industry
publications.
To access Provaris InvestorHub please scan the QR code or visit https://investors.provaris.energy/
About Provaris Energy
Provaris Energy Ltd (ASX: PV1) is advancing innovative Compressed Hydrogen (H2) and Carbon Dioxide (CO₂) storage and
transport solutions through proprietary tank designs for storage maritime gas carriers, and integrated supply chain
development. Focused on simplicity, efficiency and scalability, Provaris enables regional supply chains that support the global
energy transition. www.provaris.energy
ASX.PV1 @ProvarisEnergy Provaris Energy Ltd. info@provaris.energy
connecting the world to a
clean energy future.
Level 14, 234 George St
Sydney, NSW 2000
Australia
ACN 109 213 470 | ASX.PV1
W W W . P R O V A R I S . E N E R G Y
13 February 2026
Dear Shareholder,
Notice is hereby given that a General Meeting (Meeting) of shareholders of Provaris Energy Ltd (ACN 109
213 470) (Company) will be held at 10.00am (AEDT) on Thursday, 19 March 2026, at Quay Quarter
Tower, Level 14, 50 Bridge St, Sydney NSW 2000 (office of Johnson Winter Slattery).
IMPORTANT NOTICE REGARDING ATTENDANCE AT MEETING
Participation in the Meeting is by attendance only at Quay Quarter Tower, Level 14, 50 Bridge St, Sydney
NSW 2000 (there will be no virtual meeting link).
Shareholders who wish to vote should do so by:
(1) attending the Meeting and casting a vote at the Meeting; or
(2) appointing the Chair (or another person) as their proxy by completing and returning the proxy form;
and where desired directing the Chair (or other person) how to vote on each Resolution; or
(3) voting online at www.investorvote.com.au.
MEETING PARTICIPATION
(1) Shareholders will be able to participate in the Meeting by attendance at 10.00am (AEDT) on
Thursday, 19 March 2026, at Quay Quarter Tower, Level 14, 50 Bridge St, Sydney NSW 2000.
(2) Even if you plan to attend the Meeting, the Directors encourage you to submit your proxy vote or
vote online as early as possible to ensure that your vote will be counted if for any reason you cannot
attend on the day of the Meeting.
(3) Voting on all Resolutions will be conducted by poll.
HOW TO ASK QUESTIONS
Shareholders will be given an opportunity to ask questions at the Meeting (at times specified by the Chair),
however, we welcome questions from Shareholders before the Meeting. Questions should be relevant to
the business of the Meeting.
You can ask the Company a question prior to the Meeting by email to: nmarshall@provaris.energy. These
questions (if of a general nature) must be received on or before 10.00am (AEDT) on Tuesday, 17 March
2026.
The Company’s Managing Director or a Company representative will endeavour to answer as many of the
questions as possible at the Meeting. However, there may not be sufficient time available at the Meeting to
address all questions raised. The Company will not be sending individual replies to questions.
NOTICE OF MEETING
The Company will not be dispatching physical copies of the Notice of Meeting unless Shareholders have
specifically elected to receive a physical copy. A copy of the Notice of Meeting and sample Voting Proxy
Form are attached to this letter and can be further viewed on the Company’s website at
https://www.provaris.energy/investor-centre#asx
In addition, a complete copy of the Meeting Materials has been posted to the Company’s ASX Market
announcements page at www.asx.com.au under the Company’s ASX code “PV1”.
connecting the world to a
clean energy future.
Level 14, 234 George St
Sydney, NSW 2000
Australia
ACN 109 213 470 | ASX.PV1
W W W . P R O V A R I S . E N E R G Y
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 in obtaining a copy of the Notice of Meeting and related documents
please contact the Company Secretary via email at: nmarshall@provaris.energy.
ACCESS TO THE MEETING
For shareholders attending the Meeting, please check-in at the Ground Floor reception, at Quay Quarter
Tower, 50 Bridge St, Sydney NSW 2000, and advise that you are attending the Provaris Energy Ltd General
Meeting of Shareholders (on Level 14 – Office of Johnson Winter Slattery).
VOTING
Guidance on how to vote is detailed in the Notice of Meeting.
Shareholders are encouraged to vote online prior to the Meeting at www.investorvote.com.au or by
lodging their personalised proxy form (enclosed) in accordance with the instructions set out on the
proxy form.
Yours sincerely
Norman Marshall
Company Secretary
Provaris Energy Ltd
PROVARIS ENERGY LTD
ACN 109 213 470
NOTICE OF GENERAL MEETING
10.00AM (AEDT) on Thursday, 19 March 2026
at
Quay Quarter Tower
Level 14, 50 Bridge Street
Sydney NSW 2000
(Offices of Johnson Winter Slattery)
Shareholders who wish to vote, but who do not plan to attend the General
Meeting, are encouraged to vote by appointing the Chair as their proxy (and,
where desired, directing the Chair how to vote on each resolution)
Please read this document carefully.
You should read this document in its entirety before deciding whether or not to vote for or against
any Resolution at the General Meeting.
If you are in doubt as to how you should vote, you should seek advice from your professional
advisers prior to voting.
If you are unable to attend the General Meeting please complete and return your proxy form
in accordance with the specified instructions.
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Notice is hereby given that a General Meeting of Shareholders of Provaris Energy Ltd (ACN 109 213
470) will be held at 10.00am (AEDT) on Thursday, 19 March 2026 at Quay Quarter Tower, Level 14, 50
Bridge Street, Sydney NSW 2000 (offices of Johnson Winter Slattery).
The Company strongly encourages all Shareholders who wish to vote to do so by:
(1) attending the Meeting at the address specified above and voting in person or by attorney, or in
the case of corporate Shareholders, by appointing a corporate representative to attend and
vote; or
(2) appointing the Chair (or another person) as their proxy by completing and returning the proxy
form (and where desired, directing the Chair how to vote on each Resolution).
Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15
minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked
against the Company’s share register and their attendance recorded.
The Explanatory Statement to this Notice provides additional information on matters to be considered
at the Meeting. The Explanatory Statement and Proxy Form each form part of this Notice.
Even if you plan to attend the Meeting, the Directors encourage you to submit your proxy vote as early
as possible to ensure that your vote will be counted if, for any reason, you cannot participate on the day
of the Meeting.
Voting on all Resolutions will be conducted by poll.
HOW TO ASK QUESTIONS
Shareholders will be given an opportunity to ask questions at the Meeting, at times specified by the
Chair. However, we welcome questions from Shareholders before the Meeting. Questions should be
relevant to the business of the Meeting.
To ask the Company a question prior to the Meeting please send an email to:
nmarshall@provaris.energy. These questions must be received on or before 10.00am (AEDT) on 17
March 2026. The Company’s Managing Director or a Company representative will endeavour to answer
as many of the frequently asked questions as possible at the Meeting. However, there may not be
sufficient time available at the Meeting to address all questions raised. The Company will not be sending
individual replies.
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BUSINESS OF THE MEETING
AGENDA
1. RESOLUTION 1 – RATIFICATION OF THE ISSUE OF SHARES PURSUANT TO THE 7.1A
PLACEMENT
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve
and ratify the issue of 29,230,769 Shares pursuant to the 7.1A Placement, for the purposes
and on the terms set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) any person who participated in the issue; or
(b) any associates (as defined in the Listing Rules) of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(d) the Chair of the Meeting 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
(e) 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.
2. RESOLUTION 2 – ISSUE OF OPTIONS PURSUANT TO THE PLACEMENT
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve
the issue of up to 14,615,385 Options pursuant to the Placement, for the purposes and on
the terms set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) a 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
(b) any associates (as defined in the Listing Rules) of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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(c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(d) the Chair of the Meeting 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
(e) 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.
3. RESOLUTION 3 – ISSUE OF SHARES AND OPTIONS TO MR MARTIN CAROLAN
PURSUANT TO THE PLACEMENT
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 5,076,923 Shares and 2,538,462 Options to Mr Martin Carolan (or his
nominee) pursuant to the Placement for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr
Martin Carolan (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 any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b) the Chair of the Meeting 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.
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4. RESOLUTION 4 – ISSUE OF SHARES AND OPTIONS TO MR GREGORY MARTIN
PURSUANT TO THE PLACEMENT
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 2,076,923 Shares and 1,038,462 Options to Mr Gregory Martin (or his
nominee) pursuant to the Placement for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr
Gregory Martin (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 any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b) the Chair of the Meeting 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.
5. RESOLUTION 5 – ISSUE OF SHARES AND OPTIONS TO MR ANDREW PICKERING
PURSUANT TO THE PLACEMENT
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 1,230,769 Shares and 615,385 Options to Mr Andrew Pickering (or his
nominee) pursuant to the Placement for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr
Andrew Pickering (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 any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
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(b) the Chair of the Meeting 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.
6. RESOLUTION 6 – ISSUE OF SHARES AND OPTIONS TO MR DAVID PALMER PURSUANT
TO THE PLACEMENT
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issue of 1,230,769 Shares and 615,385 Options to Mr David Palmer (or his
nominee) pursuant to the Placement for the purposes and on the terms set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr
David Palmer (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 any associates (as defined in the Listing Rules) of those
persons.
However, this does not apply to a vote cast in favour of this Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b) the Chair of the Meeting 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.
OTHER BUSINESS
To transact any other business that may be legally brought before the Meeting.
CHAIR AND CHAIR’S VOTING INTENTIONS FOR UNDIRECTED PROXIES
It is proposed that Mr Gregory Martin will chair the Meeting. It is the Chair’s intention to vote undirected
proxies (i.e. open proxies) which he holds as proxy in favour of all Resolutions. In exceptional
circumstances, the Chair may change his voting intention on any Resolution, in which case an ASX
announcement will be made.
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SNAPSHOT DATE
It has been determined that in accordance with regulation 7.11.37 of the Corporations Regulations 2001
(Cth), the date to determine who the Shareholders in the Company are for the purposes of the Meeting
is 7.00pm (AEDT) on 17 March 2026. Accordingly, Share transfers registered after that time will be
disregarded in determining entitlements to attend and vote at the Meeting.
Holders of Options or other convertible securities issued by the Company who are not Shareholders but
who wish to vote as Shareholders at the Meeting are required to lodge valid exercise notices with the
Company to allow sufficient time for the Shares to be issued by the Company before the above date.
VOTING BY PROXY
If you wish to appoint a person as your proxy, please complete and return the proxy form in accordance
with the instructions on the proxy form or appoint a proxy online via www.investorvote.com.au. A proxy
need not be a Shareholder.
A body corporate may appoint an individual as its representative to exercise all or any of the powers the
body may exercise (either as a shareholder or as a proxy) at a meeting of a company's shareholders in
accordance with section 250D of the Corporations Act. The appointment may be a standing one. Unless
the appointment states otherwise, the representative may exercise all of the powers that the appointing
body could exercise at a meeting or in voting on a Resolution.
The form of appointment, including any authority under which it is signed, must be received by the
Company’s share registry by no later than the commencement of the Meeting, unless it has previously
been given to the Company. An appointment of corporate representative form is available at
https://www-au.computershare.com/Investor/#Help/PrintableForms.
If you are entitled to cast 2 or more votes, you are entitled to appoint up to 2 proxies to attend the
Meeting and vote on your behalf, and you may specify the proportion or number of votes that each proxy
is entitled to exercise. If you do not specify the proportion or number of votes that each proxy is entitled
to exercise, each proxy may exercise half of the votes. If you wish to appoint a second proxy, an
additional proxy form may be obtained by telephoning the Company’s share registry or you may copy
the enclosed proxy form. To appoint a second proxy, you must follow the instructions on the proxy form.
Sections 250BB and 250BC of the Corporations Act apply to voting by proxy, and require that:
(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair of the Meeting,
who must vote the proxies as directed.
To be valid, your proxy form (and any power of attorney under which it is signed) must be received at
an address given below by 10.00am (AEDT) on 17 March 2026. Any proxy form received after that time
will not be valid for the scheduled Meeting.
Online At: www.investorvote.com.au
By mail Share Registry – Computershare Investor Services Pty Limited
GPO Box 242
MELBOURNE, VIC 3001
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By 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
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OTHER
Words which are defined in the Explanatory Statement have the same meaning when used in this Notice
of Meeting unless the context requires otherwise. For assistance in considering this Notice of Meeting
and the Explanatory Statement, please refer to the Glossary.
Dated: 13 February 2026
By order of the Board
Norman Marshall
Company Secretary
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to assist Shareholders in deciding how to vote on the
Resolutions.
BACKGROUND – PLACEMENT
On 18 December 2025, the Company announced to ASX that it has raised around $500,000 (before
costs) through a placement of Shares at an issue price of $0.013 per Share to professional and
sophisticated investors (Placement).
The Placement is a two-tranche Placement and includes the issue of Shares to Directors (to raise a total
of $125,000) which is subject to Shareholder approval (see Resolutions 3 to 6).
Tranche 1
Completion of the first tranche of the Placement occurred on 23 December 2025 and resulted in the
Company raising approximately $380,000 (before costs) through the issue of 29,230,769 Shares issued
pursuant to the Company’s Listing Rule 7.1A capacity (7.1A Placement).
Participants in the Placement will also receive one free-attaching Option for every two Shares
subscribed for under the Placement, with each Option exercisable at $0.03 and with an expiry date of
20 February 2027. The issue of the Options is subject to Shareholder approval (which the Company is
seeking under Resolution 2) and, if approved, will result in the issue of up to approximately 14,615,385
Options.
Tranche 2
The balance to be raised under the Placement (of $125,000) relates to the issue of Shares to Directors
and is subject to Shareholder approval (see Resolutions 3 to 6).
The Company’s Managing Director and CEO Mr Martin Carolan, Non-Executive Chairman Mr Gregory
Martin, and Non-Executive Directors Mr Andrew Pickering and Mr David Palmer (or through their
respective nominees) have each subscribed for Shares under the Placement (and will therefore each
receive free-attaching Options). The issues of Shares and Options to Mr Carolan, Mr Martin, Mr
Pickering and Mr Palmer are each subject to Shareholder approval at the Meeting pursuant to Listing
Rule 10.11, which the Company is seeking under Resolutions 3 to 6.
Listing Rules 7.1, 7.1A and Listing Rule 7.4
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number 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.
Under Listing Rule 7.1A, an ‘eligible entity’ can seek approval from its members, by way of a special
resolution passed at its annual general meeting, to increase the 15% limit under Listing Rule 7.1 by an
extra 10%, to 25%. An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index
and which has a market capitalisation of $300 million or less. The Company is currently an eligible entity
for these purposes.
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 therefore does not reduce the company’s capacity to issue further Equity Securities
without shareholder approval under that rule.
9
RESOLUTION 1 – RATIFICATION OF THE ISSUE OF SHARES PURSUANT TO THE 7.1A
PLACEMENT
Please refer to the information under the heading “Background – Placement” above for the background
to this Resolution and for information about Listing Rules 7.1, 7.1A and 7.4.
The issue of the Shares pursuant to the 7.1A Placement does not fit within any of the exceptions to
Listing Rule 7.1 and, as it has not yet been approved by Shareholders, it has used up part of the
Company’s 25% limit under Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further
Equity Securities without Shareholder approval.
Under Resolution 1, the Company seeks Shareholder approval for, and ratification of, the 7.1A
Placement under and for the purposes of Listing Rule 7.4 so as 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 Rule 7.1.
If Resolution 1 is passed, the 7.1A Placement will be excluded from the calculation of the Company’s
combined 25% limit under Listing Rules 7.1 and 7.1A, increasing the number of Equity Securities the
Company can issue without further Shareholder approval under Listing Rule 7.1.
If Resolution 1 is not passed, the 7.1A Placement will be included in calculating the Company’s
combined 25% limit under Listing Rules 7.1 and 7.1A, and (as some of the capacity to issue further
securities will have been used) will continue to restrict the number of Equity Securities the Company
can issue without Shareholder approval under Listing Rule 7.1.
For the purposes of Listing Rule 7.5, the following information is provided to Shareholders in relation to
Resolution 1:
(a) The Shares were issued to professional and sophisticated investors, none of whom were
material investors whose identities are required to be disclosed under ASX Guidance Note 21.
Some of the investors were existing Shareholders of the Company and the others were
introduced to the Company by Ethicus Advisory Partners (the Lead Manager to the Placement).
(b) The total number of securities issued pursuant to the 7.1A Placement was 29,230,769 Shares.
(c) The Shares were issued on 23 December 2025.
(d) The Shares were issued at an issue price of $0.013 per Share.
(e) The purpose of the Placement was to raise funds for the following purposes:
(i) fabrication and testing of the Company’s proprietary prototype hydrogen tank;
(ii) advancement of the liquid CO₂ tank joint venture with Yinson Production AS, including
FEED and engagement with a leading marine Classification Society for class approval;
(iii) project-related operating costs and business development activities; and
(
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