Upcoming Annual General Meeting of Shareholders

New Frontier Minerals Limited

27 October 2026

 

New Frontier Minerals Limited / Index: ASX & LSE / Epic: NFM / Sector: Industrial Metals and Mining

27 October 2026

New Frontier Minerals Limited

(“NFM” or the "Company")

Upcoming Annual General Meeting of Shareholders

Dear Shareholder,

New Frontier Minerals Limited CAN 137 606 476 (LSE and ASX: NFM) advises that the 2026 Annual General Meeting will be held in person at HLB Mann Judd, Board Room, 4/130 Stirling St, Perth WA 6000 on Thursday, 26 November 2026 at 1:00pm (AWST) (Meeting).

Notice of Meeting

The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company’s website at www.newfrontierminerals.com or the Company’s ASX market announcements platform at www.asx.com.au (ASX:NFM).

In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.

For further information on the online proxy lodgement process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic Registry Service (Automic), at [e-mail] or via phone on 1300 288 664 (within Australia) or [phone] (overseas).

Shareholders queries in relation to the Meeting

Shareholders can contact the Company Secretary with any questions prior to the meeting via email at [e-mail]

Copies of all Meeting related material including the Notice and the Company’s Annual Report, are available to download from the Company’s website and the Company’s ASX market announcements platform.  In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.

Authorised for ASX release by the Company Secretary.

**ENDS**

For further information please contact:

New Frontier Minerals Limited	[phone]
Gerrard Hall (UK), Chairman
S. P. Angel Corporate Finance LLP (Corporate Broker)	[phone]
Ewan Leggat	[phone]
St Brides Partners Ltd (Financial PR)	[phone]
Ana Ribeiro and Charlotte Page

New Frontier Minerals Limited

ACN 137 606 476

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:  1:00pm (WST)

DATE:  26 November 2026

PLACE:  HLB Mann Judd, Board Room, 4/130 Stirling St, Perth WA 6000

The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. 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 Shareholders at 4:00pm (WST) on 24 November 2026.

business of the meeting

AGENDA

1.                        Financial Statements and Reports

To receive and consider 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, the Remuneration Report and the auditor’s report.

2.                        Resolution 1 – ADOPTION OF remuneration REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:  

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2026.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3.                        Resolution 2 – Re-election of director – Mr eduardo robaina

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of clause 15.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Eduardo Robaina, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4.                        Resolution 3 – approval of 7.1A Mandate

To consider and, if thought fit, to 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 time of 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.”

5.                        Resolution 4 – rATIFICATION OF PRIOR ISSUE OF SHARES to mETALLIUM 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 10,940,919 Shares to Metallium Ltd on the terms and conditions set out in the Explanatory Statement.”

6.                        Resolution 5 – rATIFICATION OF PRIOR ISSUE OF SHARES IN CONSIDERATION FOR Services Provided

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 1,000,000 Shares to Cashu Group on the terms and conditions set out in the Explanatory Statement.”

Dated: 27 October 2026

Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report

In accordance with sections 250BD(2) and 250R, a vote on this Resolution must not be cast:                          by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member, regardless of the capacity in which the vote is cast; or                        as a proxy by a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties. 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:                         the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or                        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.

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:

Resolution 4 – Ratification of Prior Issue of Shares to Metallium Ltd	Metallium Ltd or any other person who participated in the issue or an associate of that person or those persons.
Resolution 5 – Ratification of Prior Issue of Shares in Consideration for Services Provided	Cashu Group or any other person who participated in the issue or an associate of that person or those 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.

 

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.

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.

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 [phone].

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

Financial Statements and Reports

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, the Remuneration 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 https://newfrontierminerals.com.

1.                        Resolution 1 – ADOPTION OF remuneration REPORT

1.1                     General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report to 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.

1.2                     Voting consequences

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.

1.3                     Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

2.                        Resolution 2 – Re-election of director – Mr eduardo robaina

2.1                     General

Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Robaina, who has held office without re-election since 28 November 2024, and being eligible retires by rotation and seeks re-election.

Further information in relation to Mr Robaina is set out below.

Qualifications, experience and other material directorships	Mr Robaina is a Managing Director and Engineering Consultant with over two decades of experience in the resources sector, spanning both technical and leadership positions at companies including Woodside, Mineral Resources, Santos and most recently Add Energy (part of ABL Group). In his most recent position as Managing Director at Add Energy, Mr Robaina was responsible for overseeing the business operating model, which saw that company achieve significant financial growth over a four-year period. He was an active member of Add Energy’s executive team during its 2022/23 acquisition and integration into ABL Group. Mr Robaina is currently a non-executive director of Galilee Energy Limited (ASX: GLL) and Yari Resources Limited (ASX: YAR). In the past three years, Mr Robaina was also a director of MacArthur Minerals Limited (ASX: MIO) (ceased 15 July 2026).
Term of office	Mr Robaina has served as a Director since 14 March 2024 and was last elected on 28 November 2024.
Independence	If re-elected, the Board considers that Mr Robaina will be an independent Director.
Board recommendation	Having received an acknowledgement from Mr Robaina that he will have sufficient time to fulfil his responsibilities as a Director and having reviewed the performance of Mr Robaina since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Robaina) recommend that Shareholders vote in favour of this Resolution.

2.2                     Technical information required by Listing Rule 14.1A

If this Resolution is passed, Mr Robaina will be re-elected to the Board as an independent Non-Executive Director.

If this Resolution is not passed, Mr Robaina will not continue in his role as an independent Non-Executive Director. As the Constitution requires the Company to have at least three Directors, the Board would need to appoint a replacement Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.

3.                        resolution 3 – approval of 7.1A Mandate

3.1                     General

This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

Broadly speaking, and subject to a number of exceptions, 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 shares it had on issue at the start of that period.

Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate). An Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the date of this Notice, the Company’s market capitalisation is $6,953,185.604. The Company is therefore an Eligible Entity.

3.2                     Technical information required by Listing Rule 14.1A

For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution.

If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

3.3                     Technical information required by Listing Rule 7.3A

REQUIRED INFORMATION	DETAILS
Period for which the 7.1A Mandate is valid	The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:                        the date that is 12 months after the date of this Meeting;                       the time and date of the Company’s next annual general meeting; and                        the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).
Minimum price	Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:                        the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or                       if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued.
Use of funds	The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration), the development of the Company’s current business and general working capital.
Risk of economic and voting dilution	Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares as at 19 October 2026 and the number of Equity Securities on issue or proposed to be issued as at the date of the Meeting. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) Shares issued – 10% voting dilution Issue Price $0.0020 $0.0040 $0.0060 50% decrease Issue Price 50% increase Funds Raised Current 1,738,296,401 Shares 173,829,640 Shares $347,659 $695,318 $1,042,977 50% increase 2,607,444,602 Shares 260,744,460 Shares $521,488 $1,042,977 $1,564,466 100% increase 3,476,592,802 Shares 347,659,280 Shares $695,318 $1,390,637 $2,085,955 *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: There are currently 1,738,296,401 Shares on issue as at the date of this Notice. This table excludes any Shares which may be issued to Metallium under the Pomme Agreement (refer to Section 4.1). The issue price set out above is the closing market price of the Shares on the ASX on 19 October 2026 (being $0.004) (Issue Price). The Issue Price at a 50% increase and 50% decrease are each rounded to four decimal places prior to the calculation of the funds raised. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. Other than the 11,940,919 Shares the subject of Resolutions 4 and 5 (which this table assumes are ratified by Shareholders), the Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that:                        the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and                       the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
Allocation policy under 7.1A Mandate	The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:                        the purpose of the issue;                       alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;                        the effect of the issue of the Equity Securities on the control of the Company;                       the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;                        prevailing market conditions; and                         advice from corporate, financial and broking advisers (if applicable).
Previous approval under Listing Rule 7.1A.2	The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 28 November 2025 (Previous Approval). During the 12-month period preceding the date of the Meeting, being on and from 26 November 2025, the Company issued 74,059,824 Shares pursuant to the Previous Approval (Previous Issue), which represent approximately 4.51% of the total diluted number of Equity Securities on issue in the Company on 26 November 2025, which was 1,642,712,625. Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting are set out below. The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue: Date of Issue and Appendix 2A Date of Issue: 4 December 2025 Date of Appendix 2A: 4 December 2025 Number and Class of Equity Securities Issued 74,059,824 Shares2 Issue Price and discount to Market Price1 (if any) $0.021 per Share (at a premium of 5% to Market Price). Recipients Professional and sophisticated investors as part of a placement announced on 25 November 2025. The placement participants were identified through a bookbuild process, which involved Bell Potter Securities Limited seeking expressions of interest to participate in the placement from non-related parties of the Company. None of the participants in the placement were material investors that are required to be disclosed under ASX Guidance Note 21. Total Cash Consideration and Use of Funds Amount raised: $1,555,256 Amount spent: $1,544,823 Use of funds: expediting development works at the Harts Range Project and development of a commercial framework with Metallium Ltd, the Big One Deposit mining lease application and ongoing work with Austral Resources, and general working capital. Amount remaining: $10,433 Proposed use of remaining funds:3 Development of the Companies existing tenement portfolio and ongoing working capital. Notes: Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the premium is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities. Fully paid ordinary shares in the capital of the Company, ASX Code: NFM (terms are set out in the Constitution). This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
Voting exclusion statement	As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

4.                        Resolution 4 – Ratification of prior issue of Shares to Metallium LTD

4.1                     Background

On 12 February 2026, the Company announced that it had entered into a binding option and staged earn-in agreement with Metallium Ltd (ACN 645 885 463) (Metallium) (Pomme Agreement), pursuant to which the Company was granted an exclusive option to acquire up to a 90% interest in the Pomme Rare Earth Elements Project in Québec, Canada (Pomme Project).

The material terms of the Pomme Agreement are as follows:

(a)                       Option: grant of an exclusive option for a period of 24 months, commencing on the Company obtaining access to the historic drill samples. In consideration, the Company must pay an option fee (Option Fee) comprising:

(i)                        $100,000 in cash, of which $50,000 was paid as an exclusivity deposit; and

(ii)                      $200,000 worth of Shares, issued at the five-day volume weighted average price (VWAP) of Shares and subject to a six-month voluntary escrow period (being, the Shares the subject of Resolution 4).

(b)                      Exercise: On exercise of the Option, the Company must pay Metallium a total of $350,000, comprising:

(i)                        $150,000 in cash; and

(ii)                      $200,000 worth of Shares, issued at the 20-day VWAP of Shares and subject to a six-month voluntary escrow period.

(c)                       Earn-in: following exercise, the Company may earn an 80% interest in the Pomme Project by spending $2,000,000 within three years, and a 90% interest by spending a further $3,000,000 within five years. On earning each interest, the Company must pay Metallium $250,000 in cash and $250,000 worth of Shares, issued at the 20-day VWAP of Shares and subject to a six-month voluntary escrow period.

The Pomme Agreement is otherwise on terms considered standard for an agreement of its nature.

On 16 February 2026, the Company issued 10,940,919 Shares to Metallium in satisfaction of the Share component of the Option Fee, using the Company’s available placement capacity under Listing Rule 7.1.

4.2                     General

As set out in Section 4.1, this Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 10,940,919 Shares to Metallium on 16 February 2026 in satisfaction of the Share component to the Option Fee.

4.3                     Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 3.1 above.

The issue 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 effectively uses up part of the 15% limit in Listing Rule 7.1, 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 the issue.

4.4                     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.

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, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

4.5                     Technical information required by Listing Rule 14.1A

If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

4.6                     Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	Metallium.
Number and class of Securities issued	10,940,919 Shares were issued.
Terms of Securities	The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities were issued	16 February 2026.
Price or other consideration the Company received for the Securities	The Shares were issued at a nil issue price, in consideration for part of the option fee payable to Metallium under the Pomme Agreement (being Shares to the value of $200,000 at a deemed issue price of $0.01828 per Share).
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue was to satisfy the Company’s obligations under the Pomme Agreement.
Summary of material terms of agreement to issue	The Shares were issued under the Pomme Agreement, a summary of the material terms of which is set out in Section 4.1
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1.

5.                        Resolution 5 – Ratification of prior issue of Shares in consideration for Services provided

5.1                     General

On 14 April 2026, the Company entered into an agreement with Cashu Group (Cashu) (Cashu Agreement), pursuant to which Cashu agreed to provide an investor relations and marketing campaign to raise the Company’s profile with North American investors following its OTC listing.

In consideration for the services provided under the Cashu Agreement, the Company agreed to pay Cashu a total fee of $20,000 to be satisfied by the issue of 1,000,000 Shares at a deemed issue price of $0.02 per Share, based on the Share price as at 6 February 2026.

The Cashu Agreement is otherwise on terms considered standard for an agreement of its nature.

Accordingly, this Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 1,000,000 Shares to Cashu on 17 April 2026 in consideration for investor relations and marketing services provided by Cashu.

5.2                     Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 3.1 above.

The issue 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 effectively uses up part of the 15% limit in Listing Rule 7.1, 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 the issue.

5.3                     Listing Rule 7.4

A summary of Listing Rule 7.4 is set out in Section 4.4 above.

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, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

5.4                     Technical information required by Listing Rule 14.1A

If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

5.5                     Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	Cashu Group.
Number and class of Securities issued	1,000,000 Shares were issued.
Terms of Securities	The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities were issued.	17 April 2026.
Price or other consideration the Company received for the Securities	The Shares were issued at a nil issue price, in part consideration for investor relations and marketing services provided by Cashu under the Cashu Agreement (being $20,000 worth of Shares at a deemed issue price of $0.02 per Share).
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue was to satisfy the Company’s obligations to Cashu. for investor relations and marketing services provided to the Company.
Summary of material terms of agreement to issue	The Shares were issued under the Cashu Agreement, a summary of the material terms of which is set out in Section 5.1.
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1.

glossary

$ means Australian dollars.

7.1A Mandate has the meaning given in Section 3.1.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Cashu means Cashu Group.

Cashu Agreement has the meaning given in Section 5.1.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a)                       a spouse or child of the member;

(b)                      a child of the member’s spouse;

(c)                       a dependent of the member or the member’s spouse;

(d)                      anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

(e)                       a company the member controls; or

(f)                        a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means New Frontier Minerals Limited (ACN 137 606 476).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

Metallium has the meaning given in Section 4.1.

Notice means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Option Fee has the meaning given in Section 4.1.

Pomme Agreement has the meaning given in Section 4.1.

Pomme Project has the meaning given in Section 4.1.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Directors’ report section of the Company’s annual financial report for the year ended 30 June 2026.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

WST means Western Standard Time as observed in Perth, Western Australia.

PROXY FORM

 

END