Manuka Resources Limited, Annual Meeting 2025

12 November 2025

Manuka Resources Limited (MKR)

The company will hold its Annual Shareholders Meeting at 11.00am (AEDT), 1.00pm (NZDT) Thursday 27 November 2025.

The location is Level 4 Grafton Bond Building 201 Kent Street Sydney Australia.

Company Overview

The company listed on the ASX in July 2020 and on the NZX in September 2025. It is a multi-commodity developer with a significant land and infrastructure asset base in Australia’s Cobar Basin central west NSW plus a regionally significant offshore development project in New Zealand’s Exclusive Economic Zone.

It owns and operates the Wonawinta Silver Project and Mt Boppy Gold Mine – two cornerstone assets in a region renowned for its long mining history, deep infrastructure, and high-grade deposits.

Through its subsidiary Trans-Tasman Resources, it is advancing the Taranaki VTM Project, a large-scale, low-emissions iron, vanadium, and titanium development using proven, ship-based processing technology in New Zealand’s South Taranaki Bight.

Anthony McPaul resigned from the Board 3rd December 2024.

We note the significant balance sheet restructuring carried out since June 2025, with resolutions proposing approval of these activities. At balance date (June), the Debt/Equity ratio of the company was over 24 – a significant level of risk for shareholders, and a factor also not lost on the company’s auditors.

Shareholders should be aware of the potential for significant ownership dilution through the company’s action to restructure the balance sheet since balance date. In mitigation, we note the company has offered the opportunity for shareholders to participate in equity raising, however even participating shareholders have faced dilution in the period to August.

While dilutionary, these actions will help to support the company’s long-term funding and improve resilience.

Current Strategy

It describes it’s strategy as focusing on critical minerals, sustainable practices, and scalable growth to unlock the next generation of mineral value across two countries and multiple metals.

Disclaimer

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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:  Good disclosure.

Director Share Ownership:  Not disclosed if Directors are required to own shares, however we note all Directors hold shares.

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

Director Independence:  The company has three Directors, including a single NZ-resident independent director (John Seton). As the company is a foreign-exempt listed issuer on the NZX, there is no requirement for a minimum of two NZ-resident directors. NZSA considers this appropriate, given the listing status of the company.

The company’s other two directors, Executive Chair Denis Karp and Executive Director Alan Eggers, hold 5.65% and 5.76% of the company respectively. The NZX Code of Corporate Governance states that a factor for Boards to consider when determining independence is whether the person is a substantial shareholder.

In general, NZSA does not consider a director as independent when a shareholding exceeds 5% (the benchmark set out in the Code). We note page 87 of the Annual Report lists both Denis Karp and Alan Eggers as substantial shareholders. As both also operate as executives within the company, it is difficult for NZSA to consider them as independent.

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.

We encourage the company to consider the addition of two further independent, non-executive directors (with appropriate skills that add value to the company’s governance) to ensure an independent Board majority.

Board Composition:  See above. In addition, we note the skills matrix in the Corporate Governance Statement. The company notes the risk associated with a ‘lean’ Board. As noted above, additional Directors with skills not covered by the current Board are likely to add value to the company.

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.

Directors’ appointment dates range from 2016 to 2022.

ASM Format: Manuka Resources Limited is holding a physical meeting. 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 Sydney, 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 companies are across their risk management responsibilities.

There is good disclosure in the Annual Report and Corporate Governance statement as to the extent to which Board members are able to seek external or internal advice to support decision-making and the extent to which internal assurance staff have unfettered access to 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. As a mining company NZSA would expect a Risk Management Framework 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 Manuka is not subject to any environmental disclosure requirement due to its Australian registration, 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 has attracted controversy within New Zealand in relation to its proposed seabed mining activities in Taranaki.

Ethical and Social

NZSA assessment against its key policy criteria are summarised below.

Whistleblowing:  The Corporate Governance Statement references a Whistleblowing Policy and that it is on the company’s website however a search of the website failed to disclose the Policy.

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

Financial & Performance

Manuka Resources share price rose from $0.029 to $0.063 (as of 10^th November 2025) over the last 12 months – a 117% rise. This compares favourably with the NZX 50 which rose 8% in the same period. The capitalisation of MKR is $67m, 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 Manuka Resources Limited. Manuka is an Australian company but with a secondary NZX listing. All metrics unless otherwise mentioned are in Australian dollars.

The auditor provided a qualified opinion as seen on page 82 of the Annual Report.

“Included in Note 16 and Note 17 of the financial statements are exploration and development assets and property, plant and equipment of $37,934,470 and $13,752,823 respectively. Additionally, in Note 18 of the financial statements are Right of Use assets of $334,568. As stated in Note 3.2, the ability of the Group to continue as a going concern and realise the value of these assets is dependent on a number of factors, the most significant of which is its ability to refinancing its existing current debt facilities and/or raising additional funds in the capital markets and managing its long-dated creditors. We were unable to obtain sufficient appropriate evidence in relation to the carrying amount of these assets at 30 June 2025 as the Group has identified indicators of impairment but does not presently have sufficient information to determine the recoverable amount”.

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. A corporate profile for NZX listing provides information on what the company is hoping to achieve.

Post balance date (October), the company did announce a debt restructure and a $15m capital raise. This should at least in the short term help alleviate going concern issues raised by the auditor.

This is in addition to a balance sheet restructure carried out in Jun-Aug 2025 that resulted in approximately AU$9.5m in new capital, raised via an ANREO structure, but at the cost of an estimated 21.8% dilution rate for existing non-participating shareholders.

NPAT of -$5.2m was reported and this was slightly better than 2024’s -$7.2m.

NTA per share fell substantially to $0.002 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.

On the 3^rd November 2025 the company released the September quarterly update to market.

Rosenberg Group is the largest shareholder with a 13.09% holding. The top 20 shareholders comprise 63.81% of the company and as such MKR is widely held.

Resolutions

This is a non-binding resolution required by the Australian Corporations Act. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution

Alan Eggers was appointed to the Board in November 2022. He is a geologist with over 40 years of local and international experience in mineral exploration, metal mining, capital raising, corporate finance, management and public company governance and brings exceptional commercial expertise. He was a founding director of Summit Resources Limited which listed on the NZX in 1987 and became an ASX top 200 company and was successfully taken over by Paladin Energy for A$1.2B in 2007. He is the Executive Chair of Trans-Tasman Resources Limited (TTR) who owns the offshore iron sands project situated in the South Taranaki Bight off the west coast of the North Island of New Zealand. 15 He holds several private directorships.

We will vote undirected proxies IN FAVOUR of this resolution.

The following resolutions (3-16) relate to the debt restructure (June 6^th) that removed an overhang of convertible notes (treated as debt) from the balance sheet, as well as the subsequent capital raise in July and the satisfaction of underwriting fees by the issuance of further equity in August.

To ratify the prior issue of 10,000,000 Security Shares on 06 June 2025 to Breakout Star Holdings Pty Ltd. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 06 June 2025 of one $250,000 Convertible Note to Breakout Star Holdings Pty Ltd. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 06 June 2025 of 12,800,000 Extension Collateral Shares to Admin Reg Holdings Pty Ltd. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 25 June 2025 of 1,000,000 unlisted Options exercisable at $0.06 each on or before 29 May 2026 to Claymore Capital Pty Ltd. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 8 July 2025 of 20,000,000 unlisted Options exercisable at $0.10 each on or before 7 August 2028 to Mr Antanas Guoga as sub-underwriter (or his nominee/s) to the Company’s fully underwritten non-renounceable Entitlement Offer as part of the sub-underwriting consideration. The full details are set out in the Notice of Meeting.

NZSA notes that Guoga is the second largest shareholder with 6.8%.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 8 July 2025 of 20,000,000 unlisted options exercisable at $0.10 each on or before 7 August 2028 to a professional and sophisticated client of Claymore Capital Pty Ltd as sub-underwriter (or his nominee/s) to the Company’s fully underwritten non-renounceable Entitlement Offer as part of the sub-underwriting consideration. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 8 July 2025 of 5,379,163 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Claymore Capital Pty Ltd (or their nominee/s) as consideration for underwriting and sub underwriting services to the Company’s fully underwritten non-renounceable Entitlement. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 8 July 2025 of 5,581,395 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Mr Antanas Guoga (or his nominee/s) as consideration for underwriting and sub underwriting services to the Company’s fully underwritten non-renounceable Entitlement. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 5 August 2025 of 13,303,939 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Claymore Capital Pty Ltd (or their nominee/s) to the Company’s fully underwritten non-renounceable Entitlement, issued to satisfy the outstanding balance of their aggregate underwriting commitments. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 5 August 2025 of 13,227,689 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Mr Antanas Guoga (or his nominee/s) to the Company’s fully underwritten non renounceable Entitlement, issued to satisfy the outstanding balance of their aggregate underwriting commitments. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 5 August 2025 of 692,872 fully paid ordinary shares at a deemed issue price of $0.043 per Share to McPaul Family Pty Ltd (or their nominee/s) in satisfaction of outstanding fees and other amounts owing to that creditor. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 5 August 2025 of 4,362,790 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Conan Minerals Group Pty Limited (or their nominee/s) in satisfaction of outstanding fees and other amounts owing to that creditor. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To ratify the prior issue on 5 August 2025 of 4,033,005 fully paid ordinary shares at a deemed issue price of $0.043 per Share to Clamore Capital Pty Ltd (or their nominee/s) in satisfaction of outstanding fees and other amounts owing to that creditor. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To approve the proposed issue of up to 13,913,199 Ordinary Shares and 27,826,398 Options in the Company to Unrelated Convertible Noteholders upon the conversion of convertible notes previously issued by the Company. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

The following resolutions (17-18) relate to a further placement of shares undertaken on October 30^th 2025.

To ratify the prior issue by the Company of 34,441,027 Placement Shares to a number of sophisticated and professional investors at an issue price of $0.075 per Share. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To approve the proposed issue of up to 165,558,973 Placement Shares to a number of sophisticated and professional investors at an issue price of $0.075 per Share. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

The following resolution (19) relates to the issuance of incentive options to Directors.

To approve the proposed issue of incentive options to Directors are follows.

• Mr Dennis Karp, a Director, or his nominee, of a total of 20,000,000 Incentive Options under the Incentive Plan.
• Mr Alan Eggers, a Director, or his nominee, of a total of 20,000,000 Incentive Options under the Incentive Plan.
•  Mr John Seton, a Director, or his nominee, of a total of 2,500,000 Incentive Options under the Incentive Plan.

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

NZSA does not normally support the issuance of share-based incentives to directors. However, we also explicitly recognise the useful role options/share rights can play for early-stage companies as a means of conserving cash.

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

The following resolutions (20-22) relate to further balance sheet restructuring supported by Tennant Metals.

To approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To approve the proposed issue by the Company of 85,733,333 Shares (each of which is proposed to be issued at a deemed issue price of A$0.075 per share) to Tennant Metals South Africa Proprietary Limited or its nominee in consideration for the extinguishment of A$6,430,000 of existing debt owed by the Company to Tennant Metals South Africa Proprietary Limited. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

To approve the proposed issue by the Company of 22,500,000 Warrants (each of which is proposed to be issued for nil cash consideration) to Tennant Metals South Africa Proprietary Limited or its nominee in consideration for Tennant Metals South Africa Proprietary Limited’s entry into the Restructuring Agreement. The full details are set out in the Notice of Meeting.

We will vote undirected proxies IN FAVOUR of this resolution.

Proxies

You can vote online or appoint a proxy at https://nz.investorcentre.mpms.mufg.com/voting/MKR

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

Voting and proxy appointments close 11.00am (AEDT), 1.00pm (NZDT 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