REG - New Frontier Mineral - Addendum to Notice of Annual General Meeting

New Frontier MineralsAnnouncement

31/10/2025 10:30

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RNS Number : 7100F  New Frontier Minerals Limited  31 October 2025

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

 

31 October 2025

New Frontier Minerals Limited

("NFM" or the "Company")

 

Addendum to Notice of Annual General Meeting

 

New Frontier Minerals Limited (LSE/ASX:NFM) (CAN 137 606 476) gives notice to
Shareholders that, in relation to the Notice of Annual General Meeting dated
29 October 2025 (Notice) in respect of the Company's annual general meeting of
members to be held at 3:00pm WST on 28 November 2025 (Meeting), the Directors
have resolved to include a new Resolution 14 within the Notice (Additional
Resolution) an additional Section 14 within the Explanatory Statement as set
out in this Addendum.

 

Shareholders should note that there is no change to the date, time and venue
of the Meeting.

 

Capitalised terms in this Addendum have the same meaning as given in the
Notice except as otherwise defined.

 

This Addendum is supplemental to the Notice and should be read in conjunction
with the Notice. Apart from the amendments set out below, all Resolutions and
the Explanatory Statement in the original Notice remain unchanged.

 

Replacement Proxy Form

Annexed to this Addendum to the Notice is a replacement Proxy Form
(Replacement Proxy Form).  To ensure clarity of voting instructions by
Shareholders on the Resolutions to be considered at the Meeting, Shareholders
are advised that:

 

(a)        If you have already completed and returned the Proxy Form
annexed with the Notice (Original Proxy Form) and you wish to cast votes for
the Additional Resolution 14, you must complete and return the Replacement
Proxy Form.

 

(b)        If you have already completed and returned the Original
Proxy Form and you do not wish to vote on Resolution 14, you do not need to
take any action as the earlier submitted Original Proxy Form will be accepted
by the Company for Resolutions 1 to 13 unless you submit a Replacement Proxy
Form. For the sake of clarity, the Company notes that if you do not lodge a
Replacement Proxy Form, you will not have cast a vote on the Additional
Resolution.

 

 

(c)        If you have not yet completed and returned a Proxy Form and
you wish to vote on the Resolutions in the Notice as supplemented by the
Addendum, please complete and return the Replacement Proxy Form.

 

The revised Form of Proxy is available via this link:

http://www.rns-pdf.londonstockexchange.com/rns/7100F_1-2025-10-31.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/7100F_1-2025-10-31.pdf)

 

Enquiries

Should you wish to discuss the matters in this Notice please do not hesitate
to contact the Company Secretary on +61 8 9389 4407.

 

SUPPLEMENTARY BUSINESS OF THE MEETING

The agenda of the Notice is amended by including the following Resolutions:

1.         RESOLUTION 14 - ELECTION OF STEPHEN DAVID MAYNE WHO HAS
NOMINATED HIMSELF AS A DIRECTOR (NOT BOARD ENDORSED)

 

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

 

"That, for the purpose of clause 15.3 of the Constitution, Listing Rule 14.3,
and for all other purposes, Stephen David Mayne, having consented to act as a
director of the Company, be appointed as a director of the Company."

 

The Board unanimously recommends Shareholders vote against Resolution 14
(Election of Stephen David Mayne who has nominated himself as a Director) at
this Meeting. The reasons for the Board's unanimous recommendation are set out
below.

 

Dated: 31 October 2025 

 

SUPPLEMENTARY EXPLANATORY STATEMENT

The Explanatory Statement is supplemented by including the following Section:

 

14.       RESOLUTION 14 - ELECTION OF STEPHEN DAVID MAYNE WHO HAS
NOMINATED HIMSELF AS A DIRECTOR (NOT BOARD ENDORSED)

 

14.1     Background

The Company advises that it has received a director nomination from Mr Stephen
Mayne, an external non-Board endorsed candidate, who has nominated himself for
election as a Non-Executive Director of the Company at the AGM.

 

By notice to the Company received on 24 October 2025, Mr Mayne, an external
non-board endorsed candidate, has nominated himself to stand for election as a
non-executive Director in accordance with clause 15.3 of the Constitution.

 

The Board has considered Mr Mayne's nomination and recommends that
Shareholders vote against Mr Mayne's election as a director for the reasons
set out below.

 

The Chairperson intends to exercise all available undirected proxies against
this Resolution.

 

Mr Mayne has not provided biographical details for inclusion in this Notice.
Other than the details provided below, the Company has little knowledge of Mr
Mayne. The Company only received Mr Mayne's nomination just prior to the
deadline for receiving a nomination and has not had the opportunity to
undertake its usual background checks in respect of Mr Mayne consistent with
the ASX Corporate Governance Counsel's Corporate Governance Principles and
Recommendations, including experience and qualification checks and criminal
record and bankruptcy checks.

 

In his nomination, Mr Mayne raised concerns about the Company holding only
physical shareholder meetings and the Company completing share placements to
institutional investors without a share purchase plan offering for retail
shareholder participation.

 

Mr Mayne has also correctly highlighted that under stewardship and guidance of
the current Board and management team, the NFM share price has increased from
1. 1 cents (18 July 2025) to 2.1 cents (30 October 2025) delivering
substantial returns to all Shareholders.

 

The Board notes that Mr Mayne has unsuccessfully nominated himself for
numerous other boards of listed public companies.

 

As at the date of this announcement to the best of the Company's knowledge, Mr
Mayne holds 25,000 Shares.

 

14.2     Information provided by Mr Mayne

Mr Mayne requested the following information be included in the Notice of
Meeting. The information has not been independently verified by the Company.

 

"Stephen Mayne, 56. BCom (Melb). GAICD. Stephen is a Walkley Award-winning
business journalist and Australia's best known retail shareholder advocate. He
was the founder of www.crikey.com.au, publishes the corporate governance
website www.maynereport.com, writes regular columns for The Intelligent
Investor and co-hosts The Money Café podcast with Alan Kohler. His governance
experience includes 8 years as a City of Manningham councillor, a 4 year term
(2012-2016) as a City of Melbourne councillor, 5 years on the Australian
Shareholders' Association board and asking questions at more than 1100 ASX
listed company AGMs since 1998. Stephen nominated for the New Frontier
Minerals board out of concern that it has once again chosen to run a difficult
to access physical AGM in Perth.  The company is capitalised at more than $30
million and reports that it has 3,152 shareholders. It should be offering
hybrid AGMs with both the physical location in Perth and the ability for
shareholders to vote and ask questions live online during proceedings. Even
worse, this year's meeting is once again on the last possible day: Friday,
November 28. There were more than 200 ASX listed companies which held their
2024 AGMs on the last Friday in November, the majority of which were physical
meetings in Perth. This orchestrated avalanche of last Friday AGMs in the
world's most isolated city makes a mockery of shareholder engagement and AGM
accountability. It needs to stop! Mr Mayne is also concerned that the company
has a history of doing selective placements to "sophisticated" and
institutional investors without offering "unsophisticated" retail shareholders
an opportunity to participate on the same terms through a Share Purchase Plan.
It happened as recently as June this year when the company raised $1.59
million in a placement at 1.1c with no follow on SPP. The stock has since
risen to 2c, delivering windfall gains to the lucky placement recipients. It
is not too late for the company to launch a make-good SPP and electing Stephen
will reduce the prospect of such poor treatment being repeated in the future.
Contact Stephen by email at  Stephen@maynereport.com
(mailto:Stephen@maynereport.com)  of via www.maynereport.com
(http://www.maynereport.com) ."

 

14.3     Board recommendation

Based on the information available, in the Board's view:

 

(a)        Mr Mayne's skills and experience are not complementary to
the current Board and he does not have the requisite mining and exploration
experience to be an effective director;

(b)        Mr Mayne would not add to the effectiveness of the Board;

(c)        it is not in the best interest of the Company and its
Shareholders that Mr Mayne be elected as a non-executive director;

(d)        the optimal Board size is 3 x persons thereby reducing
unnecessary spend on excessive fees and reducing cash burn; and

(e)        the Directors unanimously recommend that Shareholders vote
against this Resolution.

 

If this Resolution is passed, Stephen Mayne will be elected to the Board as a
director and will become effective only if he satisfies the Company's standard
requirements for director candidates and meets associated regulatory
requirements. Mr Mayne has not met any of these requirements to date.

 

If this Resolution is not passed, Stephen Mayne will not join the Board as a
director.

 

For further information please contact

 

 New Frontier Minerals Limited      +61 8 6558 0886 
 Gerrard Hall (UK), Chairman 

 S. P. Angel Corporate Finance LLP  +44 (0)1483 413500 

 (Corporate Broker) 
 Ewan Leggat                        +44 (0) 20 7409 3494

 St Brides Partners Ltd             +44 (0)20 7236 1177

 (Financial PR)  
 Ana Ribeiro and Charlotte Page

 

About New Frontier Minerals

New Frontier Minerals Limited is an Australian-based focussed explorer, with a
strategy to develop multi-commodity assets that demonstrate future potential
as an economic mining operation. Through the application of disciplined and
structured exploration, New Frontier has identified assets deemed core and is
actively progressing these interests up the value curve. Current focus will be
on advancing exploration activity at the Harts Range Niobium, Uranium and
Heavy Rare Earths Project which is circa 140km north-east from Alice Springs
in the Northern Territory. Other interests include the NWQ Copper Project,
situated in the copper-belt district circa 150km north of Mt Isa in
Queensland. New Frontier Minerals is listed on the LSE and ASX under the
ticker "NFM".

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