FMR Resources to Seek Shareholder Approval for Issuing 200,000 Shares in Chilean Mining Concessions Deal

FMR Secures Binding Option Agreement for Chilean Mining Concessions

On 21 July 2026, FMR Resources Ltd announced it executed a binding option agreement with Mr José Rubén Salinas Bustamante, granting the company an exclusive option to acquire 100% legal and beneficial interest in seven mining concessions in Chile. The agreement includes all related mining data and documentation. This marks a significant advancement in FMR's exploration strategy, providing direct control over a portfolio of mining assets within a leading and stable mining jurisdiction. The binding agreement defines clear legal rights and obligations, with the company's ability to exercise the option contingent upon shareholder approval of the consideration shares.

The option covers comprehensive exploration rights across the seven Chilean concessions, enabling FMR to conduct systematic geological and geophysical assessments of the mineral potential. Chile's well-established mining regulatory framework and history of supporting mineral exploration make it an attractive jurisdiction. This acquisition allows FMR to apply advanced exploration techniques to evaluate these properties' prospectivity.

Three-Month Option Term with Structured Cash Payments

The option period spans three months from 21 July 2026, during which FMR may choose to exercise the option and acquire full ownership of the concessions. This timeframe allows due diligence, mineral potential evaluation, and commercial decision-making. The structured timeline aligns with industry norms, balancing acquisition assessment with vendor protections.

The consideration comprises cash and equity components. FMR must pay US$150,000 upon executing the Option Agreement and an additional US$150,000 within three months if exercising the option during the term. The total cash consideration of US$300,000 (or equivalent in Chilean pesos based on the exchange rate the day before payment) represents FMR's immediate financial commitment. This staged payment aligns vendor interests with exploration progress and provides FMR with cash flow flexibility during initial assessments.

Shareholder Approval Sought for Issuing 200,000 Consideration Shares

Resolution 5, to be voted on at the 10 August 2026 shareholder meeting, seeks approval to issue up to 200,000 fully paid consideration shares to Mr José Rubén Salinas Bustamante (or nominees) as part of the option agreement consideration. Shares will only be issued if FMR exercises the option within the three-month term, making issuance conditional on the company's decision to proceed. These shares will rank equally with existing FMR shares, granting full voting and dividend rights from issuance.

Shareholder approval is required under ASX Listing Rule 7.1, mandating approval before issuing shares beyond prescribed limits. Mr Salinas Bustamante and nominees are not related parties or material investors of FMR, confirming the arm's-length nature of the transaction. Approval of Resolution 5 will enable FMR to issue shares and exercise the option; rejection will prevent share issuance and acquisition. This ensures shareholder consent before equity dilution.

Meeting and Proxy Voting Details for 10 August 2026

The shareholder meeting will be held Monday, 10 August 2026 at 10:00am AWST at Quest South Perth Foreshore, Maane Conference Room, Level 2, 22 Harper Terrace, South Perth, Western Australia 6151. An Addendum to the original 1 July 2026 Notice of General Meeting has been released, introducing Resolution 5 and providing details on the Chilean mining concessions option for informed voting.

Shareholders voting by proxy must use the replacement Proxy Form distributed with the Addendum for all resolutions, including Resolution 5. Existing proxy votes remain valid unless replaced. Proxy voting closes at 10:00am AWST on Saturday, 8 August 2026, 48 hours before the meeting. Shareholders seeking more information can contact the Company Secretary at (08) 6285 2468.

Exploration Commitments Include Maiden Drilling Program Upon Option Exercise

Should FMR exercise the option, it commits to a comprehensive exploration program including geological mapping, surface and underground sampling, geophysical and photogrammetric surveys. The company will prepare access roads and drill pads to commence a maiden drilling program within twelve months of option exercise. These commitments underscore FMR's intent to advance exploration professionally and systematically.

This exploration program represents a significant technical and financial investment, transitioning FMR from acquisition to active exploration. The twelve-month drilling commencement milestone allows shareholders and the market to monitor progress. Preliminary mapping and surveys will guide drilling locations and parameters, while infrastructure development supports extensive subsurface exploration.

Deferred Consideration of 150,000 Shares Tied to JORC-Compliant Mineral Resource

The Option Agreement includes a deferred consideration of 150,000 shares payable if FMR exercises the option and announces a JORC Code (2012) compliant Mineral Resource estimate of at least the Inferred category within five years. Shares will be issued within 60 days of such announcement, subject to shareholder approval.

This performance-based deferred share component aligns vendor compensation with exploration success and market disclosure. The JORC-compliant resource ensures rigorous geological standards. The five-year timeframe allows sufficient exploration and resource evaluation. Shareholder approval for these shares provides an additional check on vendor entitlement linked to exploration achievements.

Voting Exclusion Provisions Ensure Independent Shareholder Decision

FMR Resources has implemented voting exclusion provisions per ASX Listing Rules to prevent votes from Mr José Rubén Salinas Bustamante, his nominees, or any party materially benefiting from the share issuance (other than as shareholders) from influencing Resolution 5. This standard practice protects the integrity of the shareholder vote by excluding interested parties and their associates from voting.

These provisions maintain fair decision-making by ensuring disinterested shareholders determine the outcome. Interested parties may attend and speak at the meeting but their votes on Resolution 5 will not be counted.

Addendum Supplements Original Notice with New Resolution and Details

On 24 July 2026, Managing Director Oliver Kiddie issued an Addendum to the original 1 July 2026 Notice of General Meeting. The Addendum introduces Resolution 5, voting exclusion provisions, and Section 7 of the Explanatory Memorandum detailing the Option Agreement and consideration shares. Schedule 1 was also amended to clarify defined terms.

Shareholders are advised to read the Addendum alongside the original Notice. Defined terms retain their original meanings unless redefined. The replacement Proxy Form must be used for voting on all resolutions. The Company Secretary is available at (08) 6285 2468 for queries.

Strategic Impact on FMR's Exploration Portfolio and Growth

The Option Agreement for the seven Chilean mining concessions marks a strategic expansion and geographic diversification of FMR Resources' exploration activities. Chile is a premier mining jurisdiction with world-class deposits and robust infrastructure. Securing this option allows FMR to explore in a stable environment with strong regulatory support.

The three-month option period provides a clear pathway from acquisition to exploration, with milestones for geological work, sampling, and drilling. Approval and exercise of the option will significantly shape FMR's medium-term exploration strategy, with mandatory programs and deferred share incentives tied to resource milestones. This acquisition aligns with FMR's focus on established mining regions and building a diversified asset portfolio across exploration stages and geographies.