Santana Minerals Limited, Annual Meeting 2025

4 November 2025

Santana Minerals Limited (SMI)

The company will hold its Annual Shareholders Meeting at 3.00pm Wednesday 19 November 2025.

The location is Level 5, 143 St Georges Terrace, Perth Western Australia.

You can also join the meeting online at this link.

Company Overview

The company listed on the ASX in 2013, and the NZX in July 2024. Its main activity is the exploration of a gold deposit in the ‘Rise and Shine’ Valley at Bendigo Ophir in Central Otago. In September 2025, the company updated its assessment of the mine’s potential saying it was larger than previously expected. In July 2025, the company announced it had entered into an agreement subject to Overseas Investment Office approval to acquire Ardgour Station for $25 million. It comprises 2,880 hectares of land related to the Rise and Shine mine.

Santana also holds an interest in the Snuol Project in Cambodia through a joint venture with Emerald Resources NL. The project is situated within the same regional gold corridor as Emerald’s Memot Gold Project, which has been advanced to Mineral Resource stage and is being positioned as Emerald’s next development opportunity in Cambodia. Santana will continue to work alongside Emerald Resources to assess exploration results and determine the most effective pathway to unlock the strategic value of Snuol within the broader development framework emerging at Memot.

Emma Scotney was appointed to the Board as an independent director in February 2025.

Current Strategy

The company is focused on developing the Bendigo Ophir project into an environmentally responsible, economically sustainable mining project bringing inter-generational employment and prosperity to the region.

Previous Year Shareholder Meeting

NZSA recorded the following key items at last year’s annual shareholder meeting:

1. For the company, everything depends on getting the approvals required to start mining.
2. They intend to submit a fast-track application in February, and hope for a decision by mid-next year.
3. They have well-developed plans for development over the first 8-10 years.

The meeting report is available at this link.

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.

Directors Fees: There is no disclosure as to whether retirement benefits over and above superannuation are offered, or if directors can receive additional ‘special exertion’ payments.

We note the Chair and Executive Director both received options when they were appointed, with exercise prices at a premium of 66% and 25%, respectively. While NZSA does not generally support share-based payments or schemes for directors, we acknowledge there is some rationale based on cash preservation for early-stage companies. We note both also received share-based payments in FY25.

Where share-based payments are made to Directors, in lieu of cash, NZSA expects a greater level of disclosure to shareholders. We also expect the value of any share-based payments to fall within the total fee pool approved by shareholders.

Director Share Ownership:  NZSA policy is that Directors should be encouraged but not compelled to own shares to ensure there are no financial barriers to directorship. We note all Directors hold shares but expect an explicit disclosure on this matter.

CEO Remuneration:  The company does not disclose its remuneration policy on its website There is no separate Remuneration Committee, with remuneration governance falling within the remit of the whole Board.

The NZX Code of Corporate Governance requires companies to disclose all governance documents on their website.

Incentives: The CEO is paid a short-term incentive and a long-term incentive.

NZSA encourages fulsome disclosure in relation to any incentive payments made to the CEO, including disclosure of measures (or measure ‘groups’), weightings, targets, and the level of achievement versus target for each component associated with any awards. This methodology is supported by the new NZX Remuneration Reporting Template.

The only disclosure around the STI and LTI in the Annual Report is that each are awarded at 25% of the base salary.

The NZX Code of Corporate Governance requires clear disclosure around incentive payments. This includes clear disclosure as to the level of award/earned incentive, as well as that paid. NZSA encourages the company to improve disclosures to avoid any conflation across reporting periods.

The company does not disclose the gender pay gap and CEO/employee remuneration ratio.

Golden Parachutes: In the interests of transparency, NZSA believes there should be explicit disclosure around the severance terms and notice periods associated with the CEO, including whether specific termination payments are offered. Unlike most NZX companies the Annual Report provides excellent disclosure of the termination conditions of the CEO.

Director Independence:  The Board comprises an Independent Chair, an Independent Director, the Managing Director and CEO, an Executive Director, and a Non-Independent, Non-Executive Director.

NZSA policy is that Boards should comprise a majority of Independent Directors to protect the interests of minority shareholders.

Board Composition:  The Annual Report does not include a skills matrix that attributes skill sets to individual Directors to demonstrate how they contribute to the governance of the company.

Pleasingly, however, we note four of the five Directors have engineering and mining backgrounds. Emma Scotney who was appointed earlier in the year has a background in corporate law, however in the absence of any disclosures we cannot assess the nature of any skill gaps versus required skills.

We note the Board does not have any Committees. The NZX Code of Corporate Governances states Boards should have an Audit Committee and this should comprise at least one person with accounting and financial skills. In addition, the Code states there should be a Remuneration Committee and a Nominations Committee.

Overall, NZSA would expect to see a governance structure and disclosures commensurate with companies of a similar market capitalisation.

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.

Director appointment dates range from 2020 to 2025. We note the turnover of Directors in recent times and encourage ongoing stability around the Board table to ensure cohesive governance into the future.

ASM Format: Santana Minerals Limited is holding a ‘hybrid’ meeting, (i.e., physical, and virtual), a format preferred by NZSA as a way of promoting shareholder engagement while maximising participation.

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 Boards are across their risk management responsibility. 

The Annual Report clearly discloses Directors can seek external independent advice with the prior approval of the Chair. The Company Secretary is accountable to the Board through the Chair on all matters to do with the functioning of the Board. The company does not have an internal audit function. This is carried out by the Board.

The company offers good disclosure of financial risks, but there is little disclosure of business or operational risks, nor the processes by which these are governed.

Audit

NZSA assessment against its key policy criteria are summarised below.

Audit Independence:  Good disclosure.

Audit Rotation:  As the primary listing is on the ASX, there is no disclosure if the Lead Audit Partner is rotated at 5 years as required by the NZX Listing Rules. While this requirement is contained within the Australian Corporations Act, NZSA still prefers explicit disclosure.

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

Environmental Sustainability

While Santana 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.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  Good disclosure.

Political Donations:  Whilst no donations are disclosed in the Annual Report, NZSA expects an explicit disclosure around whether political donations are made.

Financial & Performance

Santana Minerals share price rose from $0.82 to $1.07 (as of 22^nd October 2025) over the last 12 months – a 30% rise. This compares favourably with the NZX 50 which rose 4% in the same period. The capitalisation of SMI is $890m placing it 36^th out of 115 companies on the NZX by size and makes it a large company.

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

This is the second year we are covering Santana Minerals. Santana is an Australian company, but with a secondary NZX listing as their primary investment is based in New Zealand. 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, so losses will be reported in the short term. We hope to provide more meaningful analysis in future years.

NPAT of -$1.7m was reported.

NTA per share decreased to $0.12 and shares trade at large premiums to NTA on expectations of future profitability.

The company is in a solid financial position with no debt and $50m of cash at bank providing ample runway to profitability considering operating cashflows were -$2.7m. The company will be raising more capital in the coming years as the pathway to exploration and production nears.

On the 16^th October Santana announced they had purchased key Freehold Land and Royalties encompassing its Bendigo-Ophir Gold Project. “That strategy has now been realised through an agreement to acquire, on a freehold basis, the key portions of Bendigo Station land impacted by the planned mine developments and associated infrastructure”.

The company is widely held but a number of institutions and individuals. The top 20 shareholders comprise 47.27% of the company.

Resolutions

This is a non-binding agreement required by ASX companies in regard to the Corporations. Act.

Due to the poor disclosures by the company, we will vote undirected proxies AGAINST this resolution.

Emma Scotney was appointed to the Board 3 February 2025 and is therefore required to offer herself for election. A comprehensive biography is included in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

On 18 August 2025, the Company issued 103,448,276 Shares to sophisticated and professional investors at an issue price of $0.58 per Share to raise $60 million. The fully underwritten Placement was to fund the Bendigo-Ophir Gold Project. Full details are included in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

The Directors considered that it was desirable to update the Company’s incentive plan under which persons who are employees or directors of, or individuals who provide services to, a Group Company (Eligible Participants) may be offered the opportunity to subscribe for Shares, Options or Performance Rights (Incentives) in the Company in order to increase the range of potential incentives available to them and to strengthen links between the Company and Eligible Participants and accordingly adopted the Employee Incentive Securities Plan (Plan).

The maximum number of Incentives proposed to be issued under the Plan following Shareholder approval is expected to be 15,000,000 Incentives.

Once this number is reached, the Company will need to seek fresh approval from Shareholders if the subsequent issue of Incentives is to fall within (ASX) Listing Rule 7.2, Exception 13. The full details are set out in the Notice of Meeting.

While NZSA supports Employee Share Ownership Plans (ESOPs) as a means of aligning staff to shareholder interests, we also expect clear disclosure of the associated measures and calculation methodology – including vesting hurdles. This offers transparency for shareholders as to the extent that the company must ‘perform’ prior to PSTR vesting and/or options exercise.

No performance hurdles are disclosed.

On this basis, we will vote undirected proxies AGAINST this resolution.

5 and 6. To approve the issue of Performance Share Rights to Damien Spring and Sam Smith.

The Company proposes to issue up to 180,000 Performance Rights (each with a nil exercise price and an expiry date of 31 December 2027) to each of Mr Damian Spring and Mr Sam Smith or their nominee(s), being a total of up to 360,000 Performance Rights in aggregate.

It appears this is related to the long-term incentive (LTI) referred to in the Annual Report and forming part of their remuneration. The valuation method and other details, including performance hurdles, are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

7 to 9 (inclusive) – Approval of potential benefits in relation to Performance Rights to be issued to Mr Damian Spring, Mr Sam Smith and Mr Craig McPherson or their nominee(s)

The Company proposes to issue

• subject to Resolution 5 being passed, up to 180,000 Performance Rights to Mr Damian Spring or his nominee(s).
• subject to Resolution 6 being passed, up to 180,000 Performance Rights to Mr Sam Smith or his nominee(s); and
• up to 40,000 Performance Rights to Mr Craig McPherson or his nominee(s).

The full details together with the terms and conditions are set out in the Notice of Meeting, with vesting details and performance hurdles being contained within Annexure B.

We will vote undirected proxies IN FAVOUR of this resolution.

10. Proposed issue of Shares to the Vendor pursuant to the Ardgour Station Acquisition.

On 1 July 2025, the Company’s wholly owned subsidiary, Matakanui Gold Limited, entered into an agreement with Bruce Duncan, Stuart Jolly and Linda Marie Jolly as trustees of the Ardgour Family Trust (the Vendor) to acquire outright the Ardgour Station land, which has competing land uses over part of the Bendigo-Opher Gold Project (the Ardgour Station Acquisition). The Ardgour Station Acquisition extends to four land records of title covering 2,880 hectares of land (subject to survey) including all irrigable lands, water rights and infrastructure.

Consideration of NZ$25 million in aggregate is payable in connection with the Ardgour Station Acquisition. This includes NZ$5 million worth of Shares at an issue price equivalent to the 10-day VWAP of Shares traded on both the ASX and New Zealand’s Stock Exchange prior to 1 July 2025 (being 8,464,534 Shares at a deemed issue price of NZ$0.5907 per Share) which, subject to Shareholder approval, are to be issued at settlement together with payment of cash consideration of NZ$18 million. A non-refundable deposit of NZ$2 million was also paid upon entry into the Ardgour Station Acquisition.

The acquisition of the Ardgour Station land will result in the nullification of a 1% gross production royalty over approximately half of the presently defined “Rise and Shine” (RAS) orebody and the RAS, “Come-in-Time” and “Srex” (SRX) deposits down plunge potential.

The Ardgour Station Acquisition is subject to approval from the Overseas Investment Office of New Zealand, and settlement is subject to the receipt of project consents under the Fast-track Approvals Act 2024. The Company has the right to extend settlement if consents allowing a decision to mine and other pre-conditions to the Ardgour Station Acquisition are not satisfied by 19 December 2025, in which case interest will become payable at 2% p.a. on outstanding funds.

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

We will vote undirected proxies IN FAVOUR of this resolution.

11. Renewal of proportional takeover provisions.

The Corporations Act permits a company to include in its constitution provisions (called takeover approval provisions) requiring that a proportional or partial takeover offer (i.e. an offer for less than 100% of the shares but for the same proportion of each shareholder’s shares) be approved by a majority of shareholders, before it may proceed.

In effect, the approval of Resolution 11 will enable the Company to refuse to register transfers of Shares acquired under a proportional takeover bid unless that bid is approved by a majority of Shareholders. The Company’s Constitution currently contains provisions dealing with proportional takeover bids.

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 Santana’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.

Proxies

You can vote online or appoint a proxy at https://au.investorcentre.mpms.mufg.com/Login/Login

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

Voting and proxy appointments close 3.00pm Monday 17 November 2025.

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

The Team at NZSA