Connected Minerals Calls General Meeting to Vote on Angola Carbonatite Acquisition and Associated Capital Raise

Connected Minerals’ Proposed 100% Acquisition of Frontier Group CRM and the Angola Carbonatite Complex

The centrepiece of the 28 July 2026 General Meeting is Connected Minerals’ proposed acquisition of 100% of Frontier Group CRM Pty Ltd (ACN 665 502 161), the entity through which the company intends to secure ownership of what it describes as a significant carbonatite complex located in Angola. Carbonatite complexes are igneous rock formations that frequently host commercially important deposits of rare earth elements, niobium, phosphate, and other critical minerals, making them of considerable strategic interest in today’s resource landscape.

The company has not disclosed the specific resource estimates, exploration data, or valuation attributed to the Angola carbonatite complex in this particular company update. Shareholders seeking to assess the merits of the acquisition are directed to the full Notice of Meeting available on the company’s website at www.connectedminerals.com.au and on the company’s announcements platform. An Independent Expert’s Report has been prepared in connection with the transaction, specifically addressing the fairness and reasonableness of the proposed arrangements for non-associated shareholders, as required under section 611, Item 7 of the Corporations Act 2001 (Cth).

Structure of the Consideration Securities: Shares and Performance Milestones for Angola Vendors

Under Resolution 1, shareholders are being asked to approve the issue of up to 52,272,728 Consideration Shares and 36,363,638 Consideration Performance Shares to the vendors of Frontier Group CRM Pty Ltd, or their nominees. If the Consideration Performance Shares vest and convert, a further 36,363,638 ordinary shares would be issued. These performance shares are subject to various performance milestones as set out in the Explanatory Statement accompanying the Notice of Meeting, though the specific milestones were not detailed in the shareholder letter component of this company update.

The two-tier structure — combining upfront consideration shares with milestone-linked performance shares — is a common mechanism in junior resources transactions, designed to align the interests of vendors with the ongoing development of the acquired asset. By attaching performance conditions, Connected Minerals is seeking to ensure that the full quantum of consideration is only delivered if the Angola project advances according to agreed benchmarks. Shareholders will need to review the full Explanatory Statement to understand precisely what those benchmarks entail before casting their votes.

How the Placement Will Raise Capital Alongside the Angola Transaction

Concurrent with the acquisition, Connected Minerals is seeking shareholder approval under Resolution 2 to issue 27,272,728 shares to professional and sophisticated investors as part of a placement. This resolution is conditional on the passing of Resolution 1, meaning the capital raising is structurally linked to the successful approval of the vendor consideration securities. The company has not disclosed the issue price per placement share or the total gross proceeds expected from the placement in the shareholder letter component of this company update.

The placement is being conducted under ASX Listing Rule 7.1, which requires shareholder approval for share issues exceeding 15% of the company’s existing Issued Capital in any 12-month period. By seeking explicit shareholder approval at the General Meeting, Connected Minerals is ensuring full compliance with its listing obligations while also providing investors with a transparent forum to consider the Capital Structure implications of the transaction. The company did not disclose this figure in the announcement regarding the anticipated use of placement proceeds.

Director Participation in the Placement: Quentin Flannery, Adam Sierakowski, and Warrick Clent

Three separate resolutions — Resolutions 3, 4, and 5 — address the participation of directors in the placement, as required under ASX Listing Rule 10.11, which mandates separate shareholder approval for the issue of securities to related parties, including directors. Resolution 3 seeks approval to issue 2,878,789 placement shares to Quentin Flannery or his nominees. Resolution 4 covers the issue of 606,060 placement shares to Adam Sierakowski or his nominees, while Resolution 5 relates to the issue of 90,909 placement shares to Warrick Clent or his nominees.

Director co-Investment in a placement alongside external institutional or sophisticated investors is often viewed as a signal of board confidence in the underlying transaction, as it aligns board incentives with those of incoming shareholders. However, shareholders are reminded that each of these resolutions must be considered independently on its merits, and those associated with the relevant directors are excluded from voting on the resolutions that relate to their own share issuances. The company has not disclosed the total dollar value of each director’s investment at the placement price in this company update.

Advisor Shares: The Role of Private Equity Pty Ltd in the Transaction

Resolution 6 addresses the proposed issue of up to 2,727,272 shares to Private Equity Pty Ltd, or its nominees, as advisor shares in connection with the transaction. This resolution is being put to shareholders under ASX Listing Rule 7.1. The use of advisor shares — shares issued to professional advisers as part or full compensation for services rendered in facilitating a transaction — is a recognised practice in small and mid-cap Australian resources deals, particularly where cash conservation is a priority.

The company has not disclosed the nature of the services provided by Private Equity Pty Ltd, the cash value attributed to those services, or whether the advisor shares are subject to any Escrow or holding lock in this company update. Shareholders are encouraged to review the full Explanatory Statement for the details of this arrangement before determining how to vote on Resolution 6.

Potential Vendor Voting Power Post-Completion: From Zero to Up to 51.73%

One of the more significant disclosures in the Notice of Meeting concerns the potential post-transaction voting power of the vendors. According to the notice, the aggregate voting power of the vendors at completion is expected to be approximately 39.24%. However, the company is seeking approval under section 611, Item 7 of the Corporations Act for the maximum voting power the vendors could theoretically hold, which is 51.73% — a level that would represent majority control of the company’s ordinary shares on a fully diluted basis for the performance shares.

The company has been careful to note that the 51.73% scenario is considered very unlikely, as it would only arise if all Consideration Performance Shares vested and converted into ordinary shares without any additional shares being issued following completion of the transaction. Nonetheless, the requirement to seek approval for this theoretical maximum reflects the rigour of Australia’s Corporations Act Takeover provisions under Chapter 6, which are designed to protect existing shareholders from undisclosed dilution of their voting rights. Non-associated shareholders will need to weigh this potential dilution against the perceived strategic value of the Angola carbonatite acquisition when casting their votes.

Independent Expert’s Assessment of Fairness and Reasonableness for Non-Associated Shareholders

In connection with Resolution 1, an Independent Expert has prepared a report commenting on the fairness and reasonableness of the transaction to non-associated shareholders, as required under section 611, Item 7 of the Corporations Act. The Notice of Meeting explicitly directs shareholders to carefully consider this report before voting. The Independent Expert’s Report is included as part of the full Notice of Meeting documentation available on Connected Minerals’ website and ASX announcements platform.

Independent expert reports in this context serve as an important safeguard for retail and other non-associated shareholders, providing an objective third-party assessment of whether the terms of a transaction that results in a substantial change in voting power are commercially reasonable. The company has not summarised the expert’s conclusions in the shareholder letter component of this company update, so shareholders are strongly encouraged to read the full report prior to the proxy voting deadline of 10:00 am WST on 26 July 2026.

How Shareholders Can Vote Before the 26 July 2026 Proxy Deadline

Connected Minerals has set a proxy voting deadline of 10:00 am WST on Sunday, 26 July 2026 — a minimum of 48 hours before the commencement of the meeting — as required under the Corporations Act 2001. Shareholders who do not submit their proxy instructions by this deadline will be unable to vote by proxy at the meeting. Eligible voters are those registered as shareholders at 10:00 am WST on 26 July 2026, as determined by the Directors under Regulation 7.11.37 of the Corporations Regulations 2001.

Shareholders have several Options for submitting their votes. They may vote online via the platform at https://investor.xcend.app/sha, return a personalised proxy form by post to Xcend Pty Ltd, PO Box R1905, Royal Exchange NSW 1225, or submit by fax to +61 (2) 8252 2053. The company has also confirmed that, consistent with recent amendments to the Corporations Act under the Corporations Amendment (Meetings and Documents) Act 2022, hard copy notices will not be sent unless a shareholder has previously elected to receive documents in that format. Shareholders requiring assistance in obtaining the Notice of Meeting can contact Xcend on +61 (2) 8591 8509.

What the Angola Carbonatite Deal Could Mean for Connected Minerals’ Strategic Direction

If shareholders approve all six resolutions at the 28 July meeting, Connected Minerals would transition from its current position to become the owner of a 100% interest in a carbonatite complex in Angola — a Jurisdiction that, while carrying its own sovereign and operational risk considerations, has seen increasing attention from critical minerals explorers given its geological endowment. Carbonatite-hosted deposits are among the primary global sources of rare earth elements and niobium, both of which are identified as critical minerals by numerous governments including Australia, given their importance in clean energy and advanced Manufacturing Supply chains.

The strategic rationale for the transaction, as implied by the company update, appears to be a pivot toward critical minerals exposure through a significant African asset. The involvement of a structured consideration mechanism — including milestone-based performance shares — and an accompanying capital raising suggests the company is preparing to fund the next phase of work on the Angola project following transaction completion. Investors may be watching for further announcements on the project’s exploration programme, resource definition plans, and any additional funding requirements once the transaction, if approved, is completed.

Connected Minerals’ Registered Office and CEO Contact Details

Connected Minerals Limited is headquartered at Level 24, 44 St Georges Terrace, Perth WA 6008, and can be contacted by phone at +61 (0) 8 6211 5099. The company’s website is www.connectedminerals.com.au. The shareholder letter was signed by Stephen Wetherall in his capacity as Chief Executive Officer, with general enquiries directed to [email protected]. The meeting itself will be held at the offices of Steinepreis Paganin, Level 14, QV1, 250 St Georges Terrace, Perth WA 6000.

Shareholders are reminded by the company that the Notice of Meeting is an important document and should be read in its entirety. Those uncertain about how to vote are encouraged to consult a financial adviser, lawyer, Accountant, or other professional adviser before the proxy deadline. The immediate share price impact of the announcement was not clear from available public information.