Zenith Minerals Finalizes Conversion of 2.59 Million ZNCOA Securities into Ordinary Shares with ASX Cleansing Notice

Details of Share Conversion and ZNCOA Securities Restructuring

On 21 July 2026, Zenith Minerals Limited announced the completion of a share conversion process whereby 2,589,731 ZNCOA securities were converted into an equal number of ordinary shares. This transaction serves as a capital restructuring effort to streamline the company’s shareholding framework. ZNCOA securities, typically options or convertible instruments, provide holders rights to acquire shares under predetermined conditions. The conversion indicates either the exercise of conversion rights by investors or the fulfilment of a scheduled conversion event as per the original terms.

Such conversions are routine for listed entities and often signify the maturation of attached performance conditions or deliberate conversion by holders. By converting ZNCOA securities into ordinary shares, Zenith Minerals has expanded its issued ordinary share capital and reduced outstanding convertible instruments, simplifying investor relations, administrative processes, and clarifying the equity base and voting rights. The company did not disclose specific timing or rationale behind the conversion in its update.

Compliance with Cleansing Notice and Corporations Act Section 708A(5)(e)

Simultaneous to the share issuance, Zenith Minerals lodged a cleansing notice under section 708A(5)(e) of the Corporations Act 2001 (Cth). This regulatory filing confirms that the issued shares are cleared for trading without requiring a prospectus or updated disclosure document. Section 708A(5)(e) permits share issuance without a prospectus, contingent upon meeting strict conditions and lodging a cleansing notice with the ASX within prescribed timeframes. This mechanism facilitates efficient share conversions and issuances for compliant listed companies.

The cleansing notice affirms that the 2,589,731 ordinary shares were issued without disclosure under Part 6D.2 of the Corporations Act, meaning no prospectus was necessary. This pathway is available only when continuous disclosure obligations are fully met and no material undisclosed information exists. By lodging the notice, Zenith Minerals formally assures the market and ASX that the shares can trade freely without restrictions related to disclosure. The notice provides a statutory safe harbour protecting both the company and investors.

Regulatory Compliance and Adherence to Chapter 2M

As of 21 July 2026, Zenith Minerals confirmed compliance with all applicable provisions of Chapter 2M of the Corporations Act, which governs continuous disclosure obligations for listed entities. This chapter mandates immediate disclosure to the ASX of any material information not generally available that could affect the price or value of securities. Zenith Minerals’ confirmation indicates no failure to disclose material information that could influence investor decisions.

Furthermore, compliance with sections 674 and 674A of the Corporations Act was confirmed. Section 674 addresses lawful share issuance in line with the company constitution and legal requirements, while section 674A mandates accurate maintenance of shareholding records. These confirmations assure investors that the share conversion was executed lawfully and share registers are properly maintained, reinforcing the legitimacy of the transaction.

Absence of Excluded Information Ensuring Market Transparency

The cleansing notice explicitly states that, as of the announcement date, no "excluded information" as defined under section 708A(7) of the Corporations Act exists that requires disclosure. Excluded information encompasses material, non-public information likely to impact the company’s securities value, including acquisitions, contract negotiations, adverse events, financial results, management changes, or exploration developments. Zenith Minerals’ assurance confirms no undisclosed material events necessitate further announcements prior to share trading.

This declaration underscores rigorous internal compliance and thorough board and management review of all company activities to identify material information. The absence of excluded information suggests either no material events have occurred since the last disclosure or all relevant matters have been publicly announced, thereby protecting investors from trading on unequal information.

Zenith Minerals’ Exploration Focus and Market Presence

Headquartered in West Perth, Western Australia, Zenith Minerals Limited is an ASX-listed mineral exploration company engaged in identifying and developing mineral resources across Australian jurisdictions. The company’s activities include acquiring tenements, conducting geological surveys, drilling programs, and advancing exploration targets toward resource definition. Subject to ASX listing rules and Corporations Act requirements, Zenith regularly discloses exploration results and developments. Operating in a capital-intensive sector, the company relies on equity markets to fund ongoing exploration and development.

With a professional management team and governance framework, Zenith Minerals is led by Managing Director Andrew Smith, who authorised this announcement. The company’s capital management, including share conversions, supports its exploration objectives and reflects prudent financial stewardship.

Impact on Capital Structure and Shareholder Base

The conversion of 2,589,731 ZNCOA securities into ordinary shares materially alters Zenith Minerals' capital structure by increasing issued ordinary shares by this amount and reducing convertible instruments. This change may dilute existing shareholders’ ownership percentages depending on the prior distribution of ZNCOA holders. The company did not disclose total shares outstanding before or after conversion, limiting assessment of dilution impact.

This restructuring simplifies the capital base, facilitating clearer investor communications, dilution calculations, and future capital raises to support exploration or acquisitions. Shareholders will likely monitor whether converted shareholders retain, trade, or support upcoming capital initiatives. The timing and nature of the conversion may also reflect the company’s confidence in its share price and financing capacity.

Statutory Safe Harbour and Trading Implications

The lodged cleansing notice under section 708A(5)(e) grants a statutory safe harbour allowing the 2,589,731 newly issued shares to trade on the ASX without a prospectus or supplementary disclosure. This legal provision streamlines share issuance for compliant companies, ensuring shares can be traded immediately once regulatory conditions are met. The safe harbour applies only when continuous disclosure obligations are fulfilled and no excluded information exists.

For investors, this clearance means securities can be acquired and traded without concerns of undisclosed material information or regulatory restrictions. The ASX verifies compliance before accepting cleansing notices, and Zenith Minerals’ successful lodgement signals regulatory approval and normal trading conditions for the converted shares.

Board Authorisation and Corporate Governance

The Board of Directors of Zenith Minerals Limited authorised the release of this announcement, demonstrating oversight and approval of the share conversion and cleansing notice process. Managing Director Andrew Smith provided contact details for investor inquiries, indicating direct accountability. Board involvement ensures adherence to ASX Listing Rules, proper governance, and legal compliance.

Board authorisation implies that legal and compliance advisors reviewed the cleansing notice and related confirmations to ensure accuracy and sufficiency. Given the scrutiny on capital management in mining and exploration sectors, such governance is vital for maintaining market confidence and regulatory compliance. The Board’s approval signals satisfaction with the transaction’s legality and transparency, providing shareholders with assurance regarding the process.

Outlook on Capital Management and Investor Implications

Completing this share conversion and cleansing notice establishes a precedent and clarity for Zenith Minerals’ capital management capabilities. The company’s compliance and procedural efficiency position it well for future capital raises or share issuances as exploration funding needs arise. Investors should watch for announcements on capital deployment, exploration progress, and any further capital transactions.

As mineral exploration requires ongoing funding, the company’s ability to conduct compliant capital raises is critical for operational continuity. This recent transaction demonstrates operational efficiency in capital structuring. Investors are advised to monitor forthcoming updates on exploration results, tenure changes, or strategic developments that may influence capital allocation and company growth. The July 2026 announcement serves as a benchmark for tracking Zenith Minerals’ capital management activities moving forward.