Industrial Minerals Limited to Acquire Galleon Metals Limited in Major Equity-Financed Transaction

ASX Listing Rule 10.1 Compliance Due to Substantial Shareholder Vendors

Industrial Minerals has entered into a Share Sale Agreement to acquire Galleon Metals Limited and seeks shareholder approval as mandated by ASX Listing Rule 10.1. This rule requires shareholder consent for acquisitions involving vendors who hold or recently held 10% or more of the acquiring company’s shares. Vendors Mr Tolga Kumova and Geonomics Australia Pty Ltd (controlled by Mr Robert Jewson) collectively own 16.81% of Industrial Minerals, making this approval essential.

This regulatory safeguard ensures minority shareholders have oversight over significant transactions involving major insiders. The Independent Expert’s report confirms the acquisition’s fairness and reasonableness for non-associated shareholders. Without shareholder approval, the acquisition cannot be completed, underscoring the critical nature of this requirement.

Equity-Based Consideration and Capital Raising Details

The acquisition consideration is predominantly equity-based, with Industrial Minerals issuing 46,666,667 shares to vendors. This issuance requires shareholder approval under ASX Listing Rule 7.1, addressed in Resolution 2, which is classified as an "Essential Resolution"—failure to pass it will halt the acquisition.

Additionally, Industrial Minerals is conducting a capital raise in two placement tranches. The first tranche involved prior share issues totaling 20,000,000 shares, which shareholders are asked to ratify via Resolutions 3 and 4. Resolution 5 seeks approval to issue 10,000,000 shares to unrelated participants in Placement Tranche 2, also designated as an Essential Resolution critical to completing the transaction.

Proposed Board Appointments Conditional on Acquisition Completion

Upon acquisition completion, Industrial Minerals plans to appoint Mr Warrick Clent as Managing Director and Mr Mike Dunbar as Director. Both appointments are contingent on passing all Essential Resolutions and will take effect from the acquisition’s completion date. These governance changes are integral to the company’s strategic transformation following the acquisition.

Resolutions for these appointments are also Essential Resolutions, meaning their failure would prevent the acquisition from proceeding. This linkage highlights the transaction’s integrated nature, combining acquisition, financing, and leadership changes.

Director Fee Payments via Share Issuance

Shareholder approval is sought to issue shares as director fees to current board members, pursuant to section 208 of the Corporations Act and ASX Listing Rule 10.11. Proposed issuances include up to 780,500 shares to Mr Ashley Pattison, 2,440,110 shares to Mr Jeffrey Sweet, 2,077,140 shares to Mr Alexander Neuling, and an unspecified number to Ms Melanie Leighton.

These share-based fee arrangements align directors’ interests with shareholder value and require separate approval to ensure governance transparency.

Interdependent Essential Resolutions Framework

Six of the eleven resolutions are designated as Essential Resolutions. If any Essential Resolution fails, all Essential Resolutions will be deemed failed, and the acquisition will not proceed. The Essential Resolutions include: Resolution 1 (acquisition approval), Resolution 2 (vendor shares issuance), Resolution 5 (Placement Tranche 2 shares), Resolution 6 (Managing Director election), and Resolution 7 (Director election).

This interdependency ensures shareholders approve the acquisition, financing, and board changes collectively, preventing partial approvals that could disrupt the transaction’s execution.

Voting Eligibility and Meeting Details

The general meeting will be held on 21 August 2026 at 10:00 am AWST at The Boardroom, Unit 38, 460 Stirling Highway, Peppermint Grove, Western Australia 6011. The record date for voting eligibility is 19 August 2026 at 10:00 am AWST, with only shareholders registered by this time eligible to vote.

Shareholders are encouraged to consult professional advisors regarding voting decisions, as the meeting’s outcomes will significantly impact shareholder interests.

Independent Expert Confirms Fairness and Reasonableness

An Independent Expert’s Report, included with the Notice of Meeting, concludes the acquisition is fair and reasonable to non-associated shareholders. This independent assessment provides minority shareholders with assurance regarding the transaction’s value and terms, especially given the involvement of substantial shareholders as vendors.

Shareholders are advised to review the Independent Expert’s analysis carefully when deciding their vote.

Industrial Minerals’ Strategic Position and Ownership Implications

While operational details are not disclosed, Industrial Minerals is positioned as the acquirer in a transformative deal with Galleon Metals. The vendors, holding 16.81% combined ownership, will receive a significant equity stake post-acquisition through 46,666,667 shares issued as consideration.

The capital raise totaling approximately 20 million shares (across both placement tranches) alongside vendor consideration indicates a restructuring of Industrial Minerals’ ownership and capital base to support the acquisition and future operations.

Next Steps and Shareholder Action Timeline

Shareholders should prepare for the general meeting on 21 August 2026 and note the voting record date of 19 August 2026. Detailed information on the acquisition and resolutions is available in the Explanatory Statement accompanying the Notice of Meeting.

If all Essential Resolutions pass, the acquisition will complete with Mr Warrick Clent appointed Managing Director and Mr Mike Dunbar joining the board. Shareholders should monitor subsequent ASX announcements for updates on completion and related developments.