Announcement PDF Legal/97864970_3 THETA GOLD MINES LIMITED ACN 131 758 177 NOTICE OF 2026 ANNUAL GENERAL MEETING TIME: 11.00 am (AEDT) DATE: Friday, 27 November 2026 PLACE: ‘The Boardroom’ (Servcorp) Level 35, International Tower One 100 Barangaroo Avenue SYDNEY NSW 2000 THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. PLEASE READ IT CAREFULLY. If you are unable to attend the Annual General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form. If you are in any doubt as to how to vote, you should consult your financial or legal adviser as soon as possible. Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on (+61 2) 8046 7584. 2 Legal/97864970_3 NOTICE OF 2026 ANNUAL GENERAL MEETING Notice is hereby given that the 2026 Annual General Meeting of Theta Gold Mines Limited ACN 131 758 177 (the Company) will be held at: Venue: The Boardroom (Servcorp) Level 35, International Tower One 100 Barangaroo Avenue SYDNEY NSW 2000 Date: 11.00 am (AEDT), Friday, 27 November 2026 This Notice of Meeting should be read in conjunction with the accompanying Explanatory Statement. AGENDA BUSINESS A. TO RECEIVE THE FINANCIAL REPORT, DIRECTORS’ REPORT AND AUDITOR’S REPORT “To receive and consider the financial report for the year ended 30 June 2026, together with the declaration of the Directors, Directors’ report, Remuneration Report and the auditor’s report.” Note: This item of business is for discussion and not for resolution. B. RESOLUTIONS RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment the following resolution as an ordinary non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (which forms part of the Directors’ report) for the year ended 30 June 2026 be adopted.” Notes - the vote on this item is advisory only and does not bind the Directors or the Company. If 25% or more of votes cast are voted against the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a ‘spill resolution’) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must stand for re-election. Voting Prohibition Statement A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons: (a) A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) A Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 3 Legal/97864970_3 RESOLUTION 2 – ELECTION OF DIRECTOR: MS CHING (SHARON) IU To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That Ms Ching (Sharon) Iu, who was appointed as a Director of the Company on 10 July 2026 in accordance with clause 10.2(d) of the Company’s Constitution and ASX Listing Rule 14.4, being eligible, offers herself for election, be elected as a Director.” RESOLUTION 3 – RE-ELECTION OF DIRECTOR: MR BYRON DUMPLETON To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That Mr Byron Dumpleton, a Non-Executive Director of the Company, retiring by rotation pursuant to clause 10.2(b) of the Constitution and ASX Listing Rules 14.4 and 14.5 and, being eligible, offers himself for re- election, be re-elected as a Director.” RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF 125,832,956 PLACEMENT SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 125,832,956 fully paid ordinary shares at an issue price of A$0.18 to sophisticated and professional investors, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF 32,800,000 LOAN CONVERSION SHARES TO SADIVA (Pty) Ltd To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 32,800,000 fully paid ordinary shares at an issue price of A$0.18 to Sadiva (Pty) Ltd on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RESOLUTION 6 - APPROVAL OF ADDITIONAL PLACEMENT CAPACITY To consider and, if thought fit, pass the following resolution as a special resolution: “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company (at the commencement of the 12 months immediately preceding the date of issue or agreement to issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 4 Legal/97864970_3 Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons: 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 4 – RATIFICATION OF PRIOR ISSUE OF 125,706,919 PLACEMENT SHARES A person who participated in the issue or is a counterparty to the agreement being approved (namely the participants in the placement) or an associate of that person. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF 32,800,000 LOAN CONVERSION SHARES A person(s) who participated in the issue or is a counterparty to the agreement being approved (namely Sadiva (Pty) Ltd) or an associate of that person. 5 Legal/97864970_3 Voting at the meeting Under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined thatthe persons eligible to vote at the meeting are those who are registered Shareholders at 7.00pm (AEDT) on Wednesday, 25 November 2026. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. To be valid, Proxy votes must be received 48 hours prior to the Meeting. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. If you appoint the Chair as your proxy and have not directed him how to vote, you are expressly authorising the Chair to cast your undirected proxy form in accordance with his intentions set out below. The Chair intends to vote all undirected proxy forms in favour of all resolutions, including resolutions connected directly or indirectly with the remuneration of a member of the Key Management Personnel and includes Resolution 1 in this Notice of Meeting. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 2 8046 7584. By Order of the Board Brent Hofman Company Secretary 23 October 2026 6 Legal/97864970_3 EXPLANATORY STATEMENT The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on each Resolution. This Explanatory Statement should be read in conjunction with the Notice of Meeting. 1. TO RECEIVE THE FINANCIAL REPORT, DIRECTORS’ REPORT AND AUDITOR’S REPORT In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Directors’ report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.thetagoldmines.com. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re- election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. At the Company’s previous Annual General Meeting the votes cast against the Remuneration Report for the year ended 30 June 2025 were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. 7 Legal/97864970_3 3. RESOLUTIONS 2 – ELECTION OF MS CHING (SHARON) IU AS DIRECTOR 3.1 Background On 10 July 2026, the Company announced that Ms Ching (Sharon) Iu was appointed to the Board of Theta Gold Mines Limited as a Non – Executive Director pursuant to clause 10.1 of the Company’s Constitution. Clause 10.2(d) of the Constitution states that any Director appointed under that clause may hold office only until the next Annual General Meeting and is eligible for election at that meeting. Ms Ching Iu is eligible and offers herself for election as a Director of the Company. 3.2 Qualifications, experience and other material Directorships Ms Iu is an accomplished mining executive and corporate finance professional with more than 10 years of international experience across the mining, metals and natural resources sectors. Ms Iu serves on the Board as a representative of Chengtun Mining Group, a significant global producer of battery and precious metals with an expanding international mining portfolio. Throughout her career, Ms Iu has been involved in the execution of multiple mergers and acquisitions transactions involving a range of international mining projects. She has extensive experience in international mining investment, mergers and acquisitions, corporate strategy, capital markets, project evaluation and business development. The Board considers that Ms Iu's experience in international mining investment and corporate finance, together with her knowledge of international capital markets and mining project development, provides valuable additional expertise to the Board as the Company progresses the development and funding of its TGME Gold Mine Project in South Africa. Ms Iu's appointment also strengthens the Company's relationships with strategic international investors and provides the Board with additional experience relevant to the Company's growth and development strategy Ms Iu is not considered independent given she represents Chengtun Mining Group who wholly owns Chengtun Gold (Hong Kong) Limited and are a 5.858% holder of shares in the Company.1 3.3 Appointment and Election Ms Iu was appointed by the Board as a Non-Executive Director on 10 July 2026. Under the Company's Constitution and ASX Listing Rule 14.4, a Director appointed by the Board to fill a casual vacancy or as an addition to the existing Directors holds office until the conclusion of the next annual general meeting of the Company and is eligible for election by Shareholders at that meeting. Accordingly, Ms Iu offers herself for election as a Director of the Company. Resolution 2 therefore seeks Shareholder approval for the election of Ms Ching (Sharon) Iu as a Director of the Company. 3.4 Directors’ Recommendations The directors (other than Ms Ching Iu who has a personal interest in the outcome of Resolution 2), unanimously recommend that Shareholders vote in favour of Resolution 2. 1 Interest based on shareholding as at 16 October 2026. 8 Legal/97864970_3 4. RESOLUTION 3 – RE-ELECTION OF MR BYRON DUMPLETON 4.1 Background Resolution 3 seeks approval for the re-election of Mr Byron Dumpleton who is retiring as a Director by rotation pursuant to clause 10.2 of the Constitution, which states that a Director must not hold office for longer than the third annual general meeting of the Company or three years following last election or appointment. Mr Byron Dumpleton is eligible for re-election under clause 10.2 and offers himself for re-election as a Director. 4.2 Qualifications, experience and other material Directorships Mr Dumpleton has extensive experience across geology, mining operations, mineral resource development and project financing. During his career, he has worked across a broad range of mining operations and projects in Australia and the Asia-Pacific region. His experience includes roles associated with major mining operations including the Nifty Copper Mine, St Ives Gold Mine, Telfer Gold Mine and the Kalgoorlie Super Pit. His previous career has also included experience with major mining groups including Western Mining Corporation, Newcrest Mining Limited, Straits Resources and Red 5 Limited. Mr Dumpleton brings strong technical and operational experience to the Board, together with practical experience in project evaluation, due diligence and funding processes for mining projects. Mr Dumpleton is Chairman of the Company's Social and Ethics Committee and is a member of the Audit and Risk Committee and Nomination and Remuneration Committee. The Board considers that Mr Dumpleton's extensive mining, geological, operational and project development experience remains highly relevant to the Company as it progresses the development of the TGME Gold Mine Project in South Africa. Mr Dumpleton is considered an independent director. 4.3 Re-election of Mr Byron Dumpleton ASX Listing Rule 14.4 provides, in general terms, that a Director must not hold office without re- election beyond the third Annual General Meeting following the Director's appointment or three years, whichever is longer. The rule ensures that Directors are periodically required to seek a renewed mandate from Shareholders. ASX Listing Rule 14.5 separately requires a listed entity to hold an election of Directors at each Annual General Meeting. This requirement applies even where no Director would otherwise be required to stand for election or re-election under Listing Rule 14.4. Together, these requirements ensure that Shareholders are provided with a regular opportunity to consider the composition of the Board and vote on the election or re-election of Directors. In accordance with clause 10.2 of the Constitution and the applicable ASX Listing Rules, Mr Dumpleton retires by rotation at the 2026 Annual General Meeting and, being eligible, offers himself for re-election. 4.4 Directors’ Recommendations The directors (other than Mr Dumpleton who has a personal interest in the outcome of Resolution 3), unanimously recommend that Shareholders vote in favour of Resolution 3. 9 Legal/97864970_3 5. RESOLUTIONS 4 – RATIFICATION OF PRIOR ISSUE OF 125,832,956 PLACEMENT SHARES 5.1 Background On 29 June 2026, Theta Gold Mines Limited (Company or Theta Gold) announced that it had secured approximately US$18.6 million (approximately A$27 million) before costs through a combination of a placement to professional and sophisticated investors and the exercise of existing unlisted options (Equity Raise). The Equity Raise represented an important component of the Company's overall funding strategy for the development and construction of its TGME Gold Mine Project in South Africa. The Equity Raise included a placement of new fully paid ordinary shares at an issue price of $0.18 per Share (Placement). The Placement received strong support from professional and sophisticated investors and included a cornerstone investment of US$10 million from Chengtun Gold (Hong Kong) Limited, a subsidiary of Shanghai Stock Exchange-listed Chengtun Mining Group Co., Ltd. On 3 July 2026, the Company completed the Placement and issued 125,832,956 fully paid ordinary shares (Placement Shares) at an issue price of $0.18 per Placement Share, raising approximately A$22.65 million before costs. The issue of the Placement Shares was not subject to shareholder approval and was issued utilising the Company’s currently available capacity with a total of 110,000,000 Placement Shares issued under the Company’s available 7.1A capacity (10% enhanced placement capacity), with the remaining 15,832,956 Placement Shares issued from its 7.1 Capacity (15% placement capacity). In addition to the Placement, 21,737,182 fully paid ordinary shares were issued following the exercise of existing unlisted options. Those option exercise shares do not form part of this Resolution. The completion of the Placement, together with the exercise of existing options, resulted in the Company securing approximately US$18.6 million in equity funding and represented a significant milestone in completing the funding package required to advance construction of the TGME Gold Mine Project. This placement was arranged by Joint Lead Managers Bell Potter Securities Limited (Bell Potter) and Golden Asia Investment Group Limited (GAIG). 5.2 Use of Funds The proceeds from the Placement form part of the Company's broader funding package for the continued construction, development and advancement of the TGME Gold Project. The funds raised under the Placement are intended to support the Company as it progresses the Project towards production, including funding for: (a) continued construction and development activities at the TGME Gold Project; (b) plant and associated infrastructure construction and development expenditure; (c) underground mine development and associated project works; (d) procurement, construction and installation of equipment and infrastructure required for the development of the Project; (e) costs associated with progressing the Project towards commissioning and production; (f) working capital requirements associated with the development of the TGME Gold Project; and (g) costs associated with the capital raising and general corporate purposes. 10 Legal/97864970_3 5.3 Listing Rule 7.1 and 7.1A Broadly speaking, and subject to a number of exceptions set out in Listing Rule 7.2, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12-month period. Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at the annual general meeting held on 28 November 2025. 5.4 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. 5.5 Placement Shares The issue of the Placement Shares under the Placement does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it will effectively use up part of the combined 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Placement Shares. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, Resolution 4 is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares. If Resolution 4 is passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Shares. If Resolution 4 is not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Shares. 11 Legal/97864970_3 5.6 Technical information required by ASX Listing Rule 7.5 The following information is provided pursuant to and in accordance with ASX Listing Rule 7.5 in relation to Resolution 4: Names of the persons to whom securities were issued / basis upon which those persons were identified or selected Unrelated sophisticated and professional investors that fall within one or more of the classes of exemptions specified in section 708 of the Corporations Act and other persons to whom no disclosure is required on the basis of the advice from Joint Lead Managers Bell Potter Securities Limited and Golden Asia Investment Group Limited (Placement Participants). Chengtun Mining Group Co., Ltd (Chengtun) participated in the placement and was issued 80,608,757 Placement Shares. Following the placement, Chengtun has an interest in 5.858% of the shares in the Company.2 Director Ms Iu is a representative of Chengtun. The Company confirms that each other Placement Participant was not: • a Related Party of the Company; • a member of the Company's key management personnel; • a substantial holder in the Company; or • an adviser to the Company. The number and class of the securities 125,832,956 fully paid ordinary shares Date of issue of the securities 3 July 2026 The price/consideration for the securities Placement Shares were issued at an issue price of $0.18 per Placement Share (representing a 17.3% discount to the 15 VWAP just prior to the announcement of the Placement) The purpose of the issue of the securities (including use of any funds raised) The purpose of the issue of the Placement Shares was to raise funds – see above in paragraph 5.2. Summary of the terms of the agreement The Placement Shares were issued under a Share Subscription Agreement – see Appendix A for terms and conditions of agreement. Voting exclusion Please see the voting exclusion notes in relation to Resolution 4. 5.7 Directors’ Recommendation The Directors unanimously recommend that Shareholders vote in favour of Resolution 4. 2 Interest based on shareholding as at 16 October 2026. 12 Legal/97864970_3 6. RESOLUTIONS 5 – RATIFICATION OF 32,800,000 CONVERSION SHARES TO SADIVA (PTY) LTD. 6.1 Background On 7 August 2026, Theta Gold Mines Limited (Company or Theta Gold) announced that it had agreed to issue 32,800,000 fully paid ordinary shares in the Company (Conversion Shares) in full and final satisfaction of the long-standing historical unsecured loan originally advanced by Australian Private Capital Investment Group (International) Ltd (Loan). The Conversion Shares were issued to Sadiva (Pty) Ltd (Sadiva) who acquired the Loan from Tianjin Hanhong Equity Investment Fund Management Co., Ltd at a deemed issue price of $0.18 per Share. As disclosed in the Company's Half-Year Financial Report for the period ended 31 December 2025, the Loan had a carrying book value of approximately US$11.593 million. The issue of the Conversion Shares was undertaken without prior Shareholder approval using the Company's available placement capacity under ASX Listing Rule 7.1. Capacity (15% placement capacity). 6.2 Purpose and Benefits of the Loan Conversion The Conversion Shares were not issued to raise cash. Rather, they were issued as non-cash consideration to satisfy the Loan. The conversion of the Loan into equity was undertaken as part of the Company's broader strategy to strengthen its balance sheet as it progresses construction and development of the TGME Gold Project in South Africa. The transaction provided a number of benefits to the Company, including: (a) the full and final settlement of a longstanding unsecured loan liability; (b) the removal of the Company's obligation to repay the Loan in cash; (c) a reduction in the Company's outstanding liabilities and strengthening of its balance sheet; (d) preservation of the Company's existing cash resources for the construction and development of the TGME Gold Project and general working capital requirements; (e) simplification of the Company's capital and debt structure; and (f) increased financial flexibility as the Company progresses the TGME Gold Project towards production. No cash proceeds were received by the Company from the issue of the Conversion Shares. 6.3 Listing Rule 7.1 Broadly speaking, and subject to a number of exceptions set out in Listing Rule 7.2, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12-month period. 6.4 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. 6.5 Conversion Shares The issue of the Conversion Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it will effectively use up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder app