Vertex Minerals Plans to Grant 12 Million Unlisted Options to Blue Ocean Equities and CPS Capital as Part of May 2025 Funding Fee

Vertex Minerals to Issue 12 Million Unlisted Options as Part of Lead Manager Fees

Vertex Minerals Limited has submitted an Appendix 3B to ASX detailing a proposed issuance of 12,000,000 unlisted options to its joint lead managers as part of the fee arrangement for the capital raising announced on 12 May 2025. These options, assigned the new security class code VTXAN, will carry an exercise price of $0.20 each and expire on 15 December 2028. Each option entitles the holder to one fully paid ordinary VTX share upon exercise on a one-for-one basis.

The options are proposed to be issued at a nominal price of $0.00001 per option, effectively a minimal cash consideration, with the AUD equivalent consideration per security estimated at approximately $0.056946. This issuance method is a standard market practice whereby lead managers receive options as a low-cost or non-cash portion of their total remuneration for capital raising services. The company has not disclosed the total funds raised in the May 2025 funding within this update, although the fee structure is linked to that transaction.

Distribution of Options Between Blue Ocean Equities and CPS Capital Group

Of the total 12,000,000 options proposed, 8,000,000 are allocated to Blue Ocean Equities Pty Ltd and 4,000,000 to CPS Capital Group Pty Ltd. This two-thirds to one-third split reflects the respective roles both firms played as joint lead managers during the May 2025 funding. Both companies are established Australian Capital Markets participants, with Blue Ocean Equities holding ACN 53 151 186 935 and CPS Capital Group holding ACN 088 055 636.

The allocation was agreed as part of the broader fee arrangement, which also includes cash payments. Vertex Minerals confirmed that Blue Ocean and CPS jointly managed the funding process, and that the option component represents a portion — not the entirety — of their total remuneration. Investors should consider both cash fees and option issuances when evaluating the full cost of the capital raise.

Cash Fees: 3% Management Fee and 3% Selling Fee on the Offer

In addition to options, Vertex Minerals agreed to pay its joint lead managers a management fee of 3.0% and a selling fee of 3.0% of the offer proceeds, totaling a 6.0% cash fee. This dual-fee structure, separating management and selling responsibilities, is typical in Australian small-cap capital market placements where the lead manager oversees both structuring and investor outreach.

The company did not disclose the total dollar amount raised in the May 2025 offer in this update, so the exact cash fees cannot be calculated here. For full financial details of the original funding, investors should refer to Vertex Minerals’ announcement dated 12 May 2025. This Appendix 3B filing focuses solely on formalizing the option component of the fee arrangement and does not restate the full terms of the capital raise.

Shareholder Approval Required Prior to Option Issuance

The issuance of the 12,000,000 Lead Manager Options is conditional upon shareholder approval under ASX Listing Rule 7.1. Vertex Minerals expects to hold a shareholder meeting to seek this approval on or before 31 August 2026, with this date currently estimated rather than confirmed.

This approval step is necessary because ASX rules generally restrict companies from issuing more than 15% of their existing capital within a 12-month period without shareholder consent, and certain related-party or placement transactions require additional approvals. Vertex Minerals has confirmed it will obtain shareholder approval for the entire issue under Listing Rule 7.1. Thus, the shareholder meeting outcome represents the most significant near-term milestone for this transaction.

Proposed Issue Date of 7 September 2026 Depends on August Shareholder Vote

The Appendix 3B filing specifies a proposed issue date for the 12,000,000 VTXAN options of 7 September 2026. This follows the anticipated shareholder approval date of 31 August 2026, allowing approximately one week between approval and issuance. This timing indicates the company plans to promptly complete the option issuance once shareholder consent is secured, assuming the vote occurs as scheduled and is approved.

Both the shareholder meeting date and the option issue date remain estimates and could be adjusted due to scheduling or regulatory factors. Investors should watch for further announcements from Vertex Minerals, including formal meeting notices that will confirm dates, resolutions, and any independent expert reports or board recommendations as required by ASX Listing Rules and the Corporations Act.

VTXAN Options Will Remain Unlisted and Constitute a New Security Class

The 12,000,000 options proposed for issue will form a new class of securities, separate from any existing quoted or recorded Vertex Minerals securities on ASX. The company confirmed it will not seek Quotation of these options on ASX, meaning the VTXAN options will remain unlisted and not tradable on the ASX market under normal circumstances.

This unlisted status is typical for lead manager remuneration options in Australian small-cap transactions. While unlisted options do not have daily pricing disclosure requirements, any material developments regarding their exercise or expiry remain subject to Vertex Minerals’ continuous disclosure obligations under Listing Rule 3.1. Holders generally have the right to exercise these options before expiry, subject to any Escrow or other restrictions; however, the company confirmed none of these options will be restricted securities or subject to voluntary escrow.

No Escrow, Underwriting, or Dividend Policy Changes Anticipated

Vertex Minerals stated that none of the proposed options will be subject to voluntary escrow or classified as restricted securities under ASX Listing Rules, allowing lead managers flexibility to exercise or transfer options in accordance with their terms once issued.

The company also confirmed the option issuance is not underwritten and that no changes to its dividend or distribution policy are expected as a result. These disclosures indicate the transaction is an administrative step to formalize an agreed fee arrangement rather than signaling any strategic or operational shifts.

Options Linked to Funding Announced on 12 May 2025

The proposed VTXAN option issuance is directly connected to the funding transaction announced by Vertex Minerals on 12 May 2025. While this update does not restate the original funding details, it confirms Blue Ocean Equities and CPS Capital Group acted as joint lead managers and that the option fee component was agreed within their overall engagement. The Appendix 3B lodged on 1 July 2026 serves as the formal regulatory notification ahead of the planned issuance.

For comprehensive information on the May 2025 funding—including amount raised, use of proceeds, and related conditions—investors should consult Vertex Minerals’ ASX announcements from that period. The company provided a link to its ASX announcements page (https://www.asx.com.au/markets/trade-our-cash-market/announcements.vtx) for reference, in line with ASX Listing Rule requirements for Appendix 3B disclosures.

Investor Focus Ahead of the 31 August 2026 Shareholder Meeting

The key near-term event for investors is the release of the notice of meeting, expected before the 31 August 2026 shareholder approval deadline. This document will include the full resolution text, board recommendations, any independent assessments, and confirmed meeting details. Shareholders registered as of the Record Date will be eligible to vote on the option issuance resolution.

Beyond the approval process, investors may also want to track updates on the business activities funded by the May 2025 capital raise, as operational progress will more directly influence Vertex Minerals’ share price and outlook. This Appendix 3B announcement is primarily administrative and did not have an immediate clear impact on the share price. However, the shareholder meeting will definitively resolve the option issuance proposal.