Arafura Rare Earths Secures Shareholder Approval for Key Financing Measures Including Share Issues to Export Finance Australia, KfW, and National Reconstruction Fund

Complete Approval of Seven Resolutions at Arafura’s 2 July 2026 Extraordinary General Meeting

Arafura Rare Earths Limited announced on 2 July 2026 that all seven resolutions put forward at its Extraordinary General Meeting were approved by poll. Conducted via the MUFG Corporate Markets platform, the meeting addressed equity issuances to government-backed lenders, a two-tranche institutional placement, a Share Purchase Plan, and director participation in the plan. The company expressed gratitude to shareholders for their engagement.

The comprehensive agenda highlights the complexity of the financing arrangements supporting the Nolans rare earths and neodymium-praseodymium (NdPr) project in the Northern Territory. Each resolution required shareholder consent under ASX Listing Rules and the Corporations Act 2001, and the unanimous approvals remove significant procedural barriers to advancing project financing.

Resolution 1: Share Issue to Export Finance Australia Receives 99.87% Support

The first resolution, authorising the issuance of shares to Export Finance Australia (EFA), garnered the highest support with 99.87% of poll votes in favour and only 0.13% against. Prior to the meeting, proxy votes showed 1,861,212,683 in favour, 2,451,919 against, and 9,504,943 discretionary votes. The final poll recorded 1,875,101,025 votes for and 2,516,739 against.

Export Finance Australia, the Australian Government’s export credit agency, plays a strategic role in financing critical mineral projects. The company did not disclose the exact number of shares or financing amount related to EFA in the results announcement.

Resolution 2: Share Issue to KfW Approved with 99.52% Support

The second resolution approving share issuance to Kreditanstalt für Wiederaufbau (KfW), Germany’s state-owned development bank, passed with 99.52% of poll votes in favour and 0.48% against. Proxy votes before the meeting included 1,854,270,744 in favour and 9,007,476 against. The final tally showed 1,868,231,086 for and 9,072,296 against.

KfW’s involvement highlights the international scope of Arafura’s financing strategy, combining Australian and European development finance institutions. Germany’s interest aligns with its industrial reliance on rare earth permanent magnets for electric vehicles and equipment. The specific share volume or value issued to KfW was not disclosed.

Resolution 3: Convertible Notes to National Reconstruction Fund Corporation Approved by 99.85%

The third resolution, concerning the issuance of convertible notes to the National Reconstruction Fund Corporation (NRFC), passed with 99.85% support and 0.15% opposition. Proxy votes in favour numbered 1,860,813,432, against 2,802,926, with 9,504,943 discretionary votes and 982,955 abstentions. The final poll recorded 1,874,701,774 votes for and 2,867,746 against.

NRFC, an Australian Government entity, supports industrial development including critical minerals processing. The use of convertible notes introduces a different financing instrument compared to direct equity issued to EFA and KfW. Details on face value, conversion terms, or interest rates were not disclosed.

Resolutions 4 and 5: Ratification of Tranche 1 and Approval of Tranche 2 Placement

Resolution 4, ratifying the prior share issue under Tranche 1 of the placement, passed with 92.92% of poll votes in favour and 7.08% against. Proxy votes included 853,851,635 in favour and 66,050,497 against, with 10,044,337 discretionary votes. Voting was restricted to shareholders not receiving placement shares, limiting the eligible base to approximately 943.5 million votes.

Resolution 5, authorising share issuance under Tranche 2, passed with 92.64% support and 7.36% opposition. Proxy votes were 848,615,071 for and 68,504,230 against. The company did not disclose the total placement size, issue price, or proceeds raised.

Resolution 6: Share Purchase Plan and Shortfall Offer Approved by 98.06%

The sixth resolution, approving share issuance under the Share Purchase Plan (SPP) including a shortfall offer, received 98.06% approval with 1.94% against. Final poll votes were 1,801,740,618 for and 35,688,923 against, with 41,929,828 abstentions. Proxy votes prior to the meeting showed similar figures.

The SPP allows eligible shareholders to purchase additional shares, often at a discount and without brokerage, subject to a cap. The shortfall offer permits allocation of unsubscribed shares to other investors. The company did not disclose the offer price, maximum application amount, or total funds raised through the SPP.

Resolution 7: Director Participation in SPP Approved by 98.96%

The final resolution authorised share issuance to directors under the SPP, passing with 98.96% support and 1.04% against. Final poll totals recorded 1,854,016,828 votes for and 19,435,338 against. Proxy votes before the meeting were 1,842,644,114 in favour and 19,355,518 against, with 9,599,087 discretionary and 2,435,520 abstentions.

Director participation requires separate shareholder approval due to related-party transaction rules. The high approval rate indicates shareholder comfort with directors acquiring shares on the same terms as other eligible shareholders. The identities, share quantities, and total value of director participation were not disclosed.

Voting Process: Poll Voting and MUFG Corporate Markets Administration

All resolutions were decided by poll, ensuring each vote was counted proportionally to shareholding, providing a precise reflection of shareholder sentiment. MUFG Corporate Markets administered the voting, with results printed at 2:21:57 PM on 2 July 2026.

The announcement was authorised by Catherine Huynh, Company Secretary, and released under ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001. Detailed voting statistics, including proxy and final poll counts, were disclosed to maintain transparency for market participants. Investor and media contacts are Penelope Stonier, Chief Corporate Affairs Officer, and Luke Forrestal of GRA Partners, respectively.

Implications of Financing Structure for the Nolans Rare Earths Project

The financing package includes participation from an Australian government export credit agency, a German state development bank, and an Australian government industrial reconstruction fund, blending strategic national interests with development finance. The Nolans project is among Australia’s most advanced rare earths assets, targeting NdPr oxide production for permanent magnets used in electric vehicles and renewable energy technologies.

While shareholder approval is a key milestone, it is not sufficient alone for financial close. Market watchers will seek updates on binding financing agreements, drawdown schedules, construction plans, and potential offtake or government support as the project advances toward a final investment decision and production. The immediate impact on Arafura’s share price was not publicly available.

Shareholder Engagement and Company Acknowledgement

Arafura expressed appreciation to shareholders who participated in the 2 July 2026 Extraordinary General Meeting. Although the total number of voting shareholders was not disclosed, the substantial vote volumes—exceeding 1.87 billion in some resolutions—indicate strong shareholder involvement.

The high approval rates across all resolutions, including relatively low dissent on placement ratification votes, suggest broad shareholder endorsement of management’s financing and capital structure strategy during this critical phase of the Nolans project development. For a capital-intensive, pre-revenue critical minerals company, maintaining shareholder confidence through complex multi-party financing is vital to sustain momentum toward construction and production.