Uvre Limited, Annual Meeting 2025

17 November 2025

Uvre Limited (UVA)

The company will hold its Annual Shareholders Meeting at 10.00am (AWST) 3.00pm (NZ) Thursday 27 November 2025.

The location is 3 Richardson Street, West Perth Western Australia.

There is no ability to attend the meeting virtually for NZ-based shareholders

Company Overview

UVA is a mining company based in Perth, and listed on the ASX in June 2022. It followed this with a secondary listing on the NZX in October 2025.

The company has acquired a portfolio of under-explored gold mining projects. The flagship project, Waitekauri, is located just 8km from OceanaGold’s 10Moz Waihi Mine in the North Island and is surrounded by several other multi-million-ounce deposits. Waitekauri boasts historical production grades of 48g/t Au+Ag and numerous high-priority drilling targets, positioning it as a tier-one exploration opportunity.

Alongside Waitekauri, Uvre has secured four additional gold exploration projects across both the North and South Islands. The company also has two uranium projects in South Australia.

Current Strategy

To unlock the untapped potential of New Zealand’s under-explored gold regions through the acquisition of a highly prospective portfolio of gold projects

Disclaimer

To the maximum extent permitted by law, New Zealand Shareholders Association Inc. (NZSA) will not be liable, whether in tort (including negligence) or otherwise, to you or any other person in relation to this document, including any error in it.

Forward looking statements are inherently fallible.

Information on www.nzshareholders.co.nz and in this document may contain forward-looking statements and projections. For any number of reasons, the future could be different – potentially materially different. For example, assumptions may be wrong, risks may crystallise, unexpected things may happen. We give no warranty or representation as to any future financial performance or any other future matter. We may not update our website and related materials for changes.

There is no offer or financial advice in our documents/website.

Information included on www.nzshareholders.co.nz and in this document is for information purposes only. It is not an offer of financial products, or a proposal or invitation to make any such offer. It is not financial advice and does not take into account any person’s individual circumstances or objectives. Prior to making any investment decision, NZSA recommends that you seek professional advice from a licensed financial advice provider.

There are no representations as to accuracy or completeness.

The information, calculations and any opinions on www.nzshareholders.co.nz and in this document are based upon sources believed reliable. The NZSA, its officers and directors make no representations as to their accuracy or completeness. All opinions reflect our judgement on the date of communication and are subject to change without notice.

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Key

The following sections calculate an objective rating against criteria contained within NZSA policies.

Governance

NZSA assessment against its key policy criteria are summarised below.

We note that Uvre has been proactive in creating a baseline of corporate governance documentation (at this link), a disclosure that we believe would add value to many NZX-listed small caps.

Directors Fees:  Generally good disclosure, although not disclosed if retirement benefits are offered (a position not supported by NZSA) or the extent of “headroom” in the fee pool that may allow payment of special exertion fees.

We do note that directors have been issued both performance rights and options – a position supported by NZSA given that Uvre remains at an early stage of corporate maturity.

Director Share Ownership:  Directors are not required to own shares, although we are encouraged that all Directors are shareholders.

CEO Remuneration:  The company does not have a CEO. The Executive Chair carries out the CEO function.

Director Independence: The Board comprises a Non-Independent Executive Chair (Brett Mitchell), a Non-Independent Non-Executive Director (Norman Seckold) and two Independent, Non-Executive Directors, (Alex Passmore and Peter Nightingale)

Both the ASX Corporate Governance Council Principles and the NZX Corporate Governance Code recommends both an independent Chair and a Board majority of independent directors to protect the interests of minority shareholders. Both these principles are key policy requirements for NZSA.

As the company is a foreign-exempt listed issuer on the NZX, there is no requirement for NZ-resident directors. NZSA considers this appropriate, given the listing status of the company.

Board Composition:  As per our comments above, we would prefer a majority of independent directors.

Pleasingly, the company’s website includes a skills matrix that attributes skills to individual Directors to demonstrate how they add value to the governance of the company, with all Board members having significant exposure to the mining and/or resources sector. The matrix includes diversity details such as ethnicity, gender, and age.

We do note, however, that this is a “historic” document, referencing Uvre’s board in 2024. There have been two changes since then. NZSA encourages the company to update this documentation.

Director Tenure:  NZSA looks for evidence of ongoing succession or ‘staggered’ appointment dates that reduce the risks associated with effective knowledge transfer in the event of succession. We also prefer a term maximum of 9-12 years, unless there are exceptional circumstances that may apply. For Uvre, director appointment dates range from 2022 to 2025.

ASM Format: Uvre Limited is holding a physical meeting only. NZSA prefers a hybrid meeting (i.e., physical, and virtual) as a way of promoting shareholder engagement while maximising participation.

We find it somewhat puzzling that despite the company recently listing on the NZX, it is not providing an opportunity for NZ-based shareholders to participate in the meeting.

While we acknowledge the company is based in Perth, almost 70% of NZX companies now hold hybrid meetings and this is an expectation of NZ shareholders. There are several low-cost platforms that allow shareholders to vote and ask questions at online meetings.

We would suggest the company looks to hold hybrid meetings in the future to support the geographic diversity of its shareholders.

Independent Advice for the Board & Risk Management: NZSA looks for evidence, through disclosures, that a Board has access to appropriate internal and external expertise to support board assurance activities. We also look to see that Boards are across their risk management responsibilities.

There is good disclosure in the Annual Report that Board members are able to seek external or internal advice to support decision-making and that internal assurance staff have unfettered access to the Board.

The company offers good disclosure of financial risks and some disclosure of business or operational risks in the Annual Report and on its website, however as a mining company we would expect to see a detailed Risk Management Framework around the business and operation risks setting out each risk and how these are mitigated and managed.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence: Good disclosure.

Audit Rotation:  As the company is based in Australia, the requirement for audit partner rotation is set out in the Corporations Act rather than the listing rules – hence, the company does not disclose if the Lead Audit Partner is rotated at 5 years.

There is no disclosure as to the tenure of the current audit firm.

NZSA expects disclosure of the appointment dates of the Lead Audit Partner and Audit Firm in the Annual Report to improve transparency for investors.

Environmental Sustainability

While Uvre is not subject to any environmental disclosure requirement, given the nature of its business, NZSA encourages the company to take a ‘broad approach’ to identifying environmental risks and opportunities, and determining the impact on its strategy and operations.

The company offers some statements in the Annual Report that highlights the regulatory and operational risks it faces related to the environment.

We note that the company is also involved in uranium mining activities.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  NZSA expects an explicit disclosure as to whether political donations are made.

Financial & Performance

Uvre’s share price rose from $0.098 to $0.24 (as of 10^th November 2025) over the last 12 months – a 144% rise. This compares favourably with the NZX 50 which rose 8% in the same period. The capitalisation of UVA is $46m making it a small company.

¹ per share figures based off actual shares at balance date (not weighted average

This is the first year we are covering Uvre Limited. Uvre is an Australian company but with a secondary NZX listing. All metrics unless otherwise mentioned are in Australian dollars.

As the company is purely in an exploratory phase, there are no revenues and only costs, thus losses will be reported in the short term. We hope to provide more meaningful analysis in future years. A corporate profile for NZX listing provides information on what the company is hoping to achieve.

NPAT of -$1.4m was reported and this was slightly worse than 2024’s -$1.2m.

NTA per share fell substantially to $0.024 on the back of more shares being issued and the decrease in Equity due to explorations and other costs. Shares trade at large premiums to NTA on expectations of future profitability.

The company is in a solid financial position with no debt and $2.6m of cash at bank providing ample runway to profitability considering operating cashflows were -$1.1m.

On the 28^th October 2025 the company released the September quarterly update to market. One highlight was that “Drilling at Waitekauri commenced on schedule in early October, with first assays expected in December quarter”.

On 4 November UVA announced “high grade rock chip assays confirm potential…”

Peter Zitnan is the largest individual shareholder with a 9.57% holding. The top 20 shareholders comprise 63.40% of the company, and as such UVA is relatively widely held.

Resolutions

The Australian 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 full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

Norman Seckold was appointed to the Board 14 July 2025 and is therefore required to offer himself for election. He holds 16.27% of the shares and is the largest shareholder. He is an experienced mining executive who has spent more than 40 years in the full-time management of natural resource companies, both in Australia and overseas. He is currently Executive Chair of Nickel Industries (ASX: NIC) and Alpha HPA (ASX: A4N).

We note the Notice of Meeting “If re-elected, the Board considers that Mr Seckold will be an independent Non-Executive Director.”   

The NZX Code of Corporate Governance states an Independent Director should not be a substantial shareholder. Page 77 of the Annual Report lists Norman Seckold as a substantial shareholder. NZSA considers that his shareholding reduces his ability to be an independent Director, under both the NZX Corporate Governance Code and ASX Corporate Governance Council principles.

Nonetheless, NZSA recognises the value of an aligned, motivated and functionally experienced board member. While we may be concerned about the nature of Seckold’s independence, we also believe that his experience adds value to the Board.

ON this basis, we will vote undirected proxies IN FAVOUR of this resolution.

Peter Nightingale was appointed to the Board 14 July 2025 and is therefore required to offer himself for election. He has been a director or company secretary for more than 35 years responsible for the financial control, administration, secretarial and in-house legal functions of a number of private and public listed companies in Australia and the USA including Bolnisi Gold N.L. and Nickel Industries (ASX: NIC). He is a chartered accountant.

We will vote undirected proxies IN FAVOUR of this resolution.

Brett Mitchell was appointed to the Board 30 May 2022. He is an experienced corporate finance executive with over 25 years of experience in the venture capital and equity capital markets, leading capital raisings and M&A transactions in the mining, energy, technology, and life sciences sectors.

He has been involved in the founding, financing, and management of both private and publicly listed companies, including as the Executive Chair of ASX listed gold explorer Javelin Minerals Ltd (ASX: JAV) and Non-Executive Director of Imagion Biosystems Ltd (ASX: IBX). Mr Mitchell is also a founder and director of Chieftain Securities Pty Ltd, a Perth based boutique Corporate Advisory and ECM firm.

We will vote undirected proxies IN FAVOUR of this resolution.

This Resolution seeks shareholder approval by way of a special resolution for the company to have the additional 10% placement capacity provided for in ASX 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 $ $36,035,115. The Company is therefore an Eligible Entity.

Full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares. Pursuant to section 648G of the Australian Corporations Act, an entity may include a provision in its constitution whereby a proportional takeover bid for shares may only proceed after the bid has been approved by a meeting of shareholders held in accordance with the terms set out in the Corporations Act. In accordance with section 648G (1) of the Corporations Act, such clause will cease to apply at the end of three years from the incorporation of the Company, insertion of the clause or renewal of the clause (as appropriate) unless otherwise specified. When this clause ceases to apply, the constitution will be modified by omitting the clause. A company may renew its proportional takeover approval provisions in the same manner in which a company can modify its constitution (i.e., by special resolution of shareholders). The proportional takeover provisions contained in clause 37 of the Constitution are no longer operative as it has been more than three years since they were last approved by Shareholders. This Resolution is a special resolution which will enable the Company to modify its Constitution by re-inserting proportional takeover provisions into the Constitution in the form of clause 37.

The new clause 37 is in the same form as the existing clause 37 (as set out in Annexure A of this Notice). The Company is permitted to seek further Shareholder approval to renew this clause for further periods of up to three years on each occasion. A copy of the Constitution was released to ASX on 4 December 2023 and is available for download from the Company’s ASX announcements platform.

Full details are set out in the Notice of Meeting.

We note that the Notice of Meeting deals with an optional ‘extension’ under the (Australian) Corporations Act, and as such may differ from the experience of New Zealand investors as regards the (NZ) Takeovers Code. Partial offers are not restricted in New Zealand, however there are other protections in place that prevent shareholder manipulation and prevent an offeror assuming a control position with no premium.

NZSA believes that extending Uvre’s existing constitutional provisions preventing partial offers (without shareholder approval) is in the best interests of shareholders.

We will vote undirected proxies IN FAVOUR of this resolution.

 Section 157(1)(a) of the Australian Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name. This Resolution seeks the approval of Shareholders for the Company to change its name to “Minerals Exploration Limited.” The Board proposes this change of name on the basis that it believes the proposed name more accurately reflects the future operations of the Company. The proposed name has been reserved by the Company with ASIC and if this Resolution is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change. If this Resolution is passed the change of name will take effect when ASIC alters the details of the Company’s registration.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://investor.automic.com.au/#/loginsah

Instructions are on the Proxy/voting paper sent to you.

Voting and proxy appointments close 10.00AM (AWST 3.00pm (NZT) Tuesday 25 November 2025,

Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.

The Team at NZSA