Native Mineral Resources Raises Working Capital with New Convertible Note Priced at AUD $0.066

Convertible Security and Share Placement Agreement Executed on 2 July 2026

Native Mineral Resources Holdings Limited announced on 2 July 2026 that it entered into a convertible security and share placement agreement resulting in the issuance of one new convertible note under the existing NMRAX security class. The note was priced at AUD $0.066 per security and completed on the same day, reflecting an expedited transaction process.

In its Appendix 3G filing, the company explained that due to the rapid execution, an Appendix 3B—which normally notifies the market of a securities issue prior to or at the time of issuance—was not lodged before the securities were issued. This approach is common in time-sensitive capital raises. Further details were provided in a separate company update dated 2 July 2026. The filing did not disclose the full commercial terms, including the total Face Value or conversion ratios of the note.

Issue Price of AUD $0.066 and Purpose to Raise Working Capital

The convertible note was issued for AUD $0.066 per security in cash. The stated objective is to raise additional working capital, indicating the company is using the convertible note as a near-term funding tool rather than a direct Equity raise. This structure allows deferral of dilution to existing shareholders until conversion occurs.

The exact amount raised through this note was not disclosed in the Appendix 3G or announcement. Investors seeking the total raise amount should consult the associated company update dated 2 July 2026. The working capital focus suggests funds will support ongoing operations rather than specific projects or Acquisitions.

NMRAX Convertible Notes Class Now Comprises Three Securities

Following this issuance, NMR’s total convertible notes in the NMRAX class stand at three, as reported in Part 4 of the Appendix 3G, which details the company’s unquoted securities register as of the filing date. The NMRAX class existed prior to this transaction, making the new note an addition to an established security class rather than a new instrument.

The filing confirms that the new notes rank equally from their Issue Date with existing NMRAX securities, ensuring Parity among holders. This standard disclosure clarifies no preferential terms were granted to the new notes compared to earlier issues.

Shareholder Approval Required Within 90 Days for Conversion or Repayment Shares

The transaction requires NMR to obtain shareholder approval before converting the notes into equity. The company will seek this approval within 90 days of completing the transaction. This approval pertains to the issuance of any "conversion shares" or "repayment shares" arising from conversion rights under the note.

This process aligns with ASX Listing Rules governing conversions that may exceed placement capacity or require member ratification. The 90-day timeframe sets a clear deadline for NMR to convene a general or extraordinary meeting to approve the relevant resolution. Investors and noteholders will monitor the timing of this meeting and the conversion terms presented.

Listing Rule 7.2 Exception 17 Used to Issue Note Without Prior Shareholder Approval

The convertible note was issued under Exception 17 of ASX Listing Rule 7.2, permitting certain securities to be issued without prior shareholder approval under Listing Rule 7.1. This carve-out allowed NMR to complete the issuance immediately without a security holder vote.

However, while Exception 17 enabled the note’s issue without prior approval, shareholder consent is still required at the conversion stage. The company confirmed that any share issuance from conversion will require approval within the 90-day window. This two-step approach—issue now, approve conversion later—is a recognized ASX mechanism commonly used in expedited financings.

NMR’s Ordinary Share Count Exceeds 1.09 Billion Fully Paid Shares

The filing provides a snapshot of NMR’s Capital Structure as of 2 July 2026, showing 1,098,712,817 ordinary fully paid shares on issue, trading under ASX code NMR. This share count contextualizes potential dilution if the convertible note converts, though conversion ratios and any price floors or caps are undisclosed.

Given the register exceeds one billion shares, the dilutive impact depends heavily on the conversion price relative to the prevailing share price at conversion. Investors will await the full convertible note and placement agreement terms, expected in upcoming general meeting materials, to assess maximum dilution.

Broader Unquoted Securities Register Includes Options, Rights, and Performance Rights

Besides the NMRAX Convertible Notes, NMR’s unquoted securities register includes various instruments: 10,000,000 options expiring 20 September 2028 at $0.05 exercise price (NMRAT), 7,250,000 options expiring 20 September 2029 at $0.02 (NMRAU), 33,000,000 options expiring 29 May 2030 at $0.04 (NMRAQ), and 7,200,000 options expiring 5 January 2029 at $0.117 (NMRAY).

Additionally, there are 5,290,000 rights (NMRAN) and 14,000,000 performance rights (NMRAW) outstanding. Collectively, these unquoted instruments represent a significant pool of potential future ordinary shares upon exercise, conversion, or vesting. Investors should consider this aggregate dilutive potential alongside the new convertible note.

Expedited Execution Resulted in No Prior Appendix 3B Lodgement

NMR acknowledged that the usual Appendix 3B—which provides advance or contemporaneous notice of securities issuance—was not lodged before issuing the convertible note, attributing this to the transaction’s expedited nature. The Appendix 3G filing serves as retrospective market notification where Appendix 3B is not lodged first.

While permitted under ASX Listing Rules in certain cases, this means the market was informed of the issue only after completion rather than beforehand. Transparency regarding the convertible note’s full commercial terms and the share placement agreement will be crucial for investors. The company directed stakeholders to its separate 2 July 2026 company update for further details.

Upcoming 90-Day Period to Focus on Shareholder Approval and Operational Updates

The next significant milestone for NMR investors is the shareholder meeting to approve the conversion terms of the new convertible note, to be held within 90 days of transaction completion. Meeting notices and explanatory materials will provide the first detailed view of conversion prices, trigger events, and maximum shares issuable upon conversion or repayment.

Beyond the approval process, investors will monitor NMR’s working capital status and operational updates indicating how the convertible note proceeds are utilized. While the raise targets additional working capital, further disclosure on cash runway and short-term expenditure plans would enhance visibility. The immediate share price impact of this announcement was not evident from public data.