Oceana Metals Adds Resolution 6 to 2026 AGM to Ratify 15,537,600 Consideration Shares

Aditi Sarkar

05 November 2026 03:14 PM AEDT

Oceana Metals Adds Resolution 6 to 2026 AGM to Ratify 15,537,600 Consideration Shares

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Oceana Metals Limited (ASX:OCN) has issued an addendum to its 2026 Notice of Annual General Meeting, adding a new Resolution 6 to seek shareholder ratification of the issue of 15,537,600 Consideration Shares at a deemed issue price of A$0.36 per share, issued on 16 October 2026 in connection with the company's acquisition of Songeo Mineração S.A.

Key Points

Resolution 6 seeks ratification under ASX Listing Rule 7.4 of the issue of 15,537,600 Consideration Shares at A$0.36 per share, issued on 16 October 2026.
The AGM will be held at 9:30am (AWST) on Friday, 20 November 2026, at Level 2, 8 Richardson Street, West Perth WA 6005.
The acquisition of 100% of the issued share capital of Songeo Mineração S.A., which holds 100% of the Serra Negra Project in Minas Gerais, Brazil, was announced on 28 April 2026.
The total purchase price under the Acquisition Agreement is up to US$10.3 million, including approximately US$7.95 million payable on completion.
Proxy voting instructions for the meeting must be received by 9:30am (AWST) on Wednesday, 18 November 2026.

Resolution 6 and Consideration Share Ratification

On 16 October 2026, Oceana Metals issued 15,537,600 Consideration Shares using its available placement capacity under Listing Rule 7.1. Of those shares, 14,537,600 were issued to the sellers of Songeo Mineração S.A. and 1,000,000 were issued to a commissioned intermediary engaged in connection with the acquisition. The company disclosed that at a general meeting held on 14 July 2026, shareholders had ratified an agreement to issue up to 20,000,000 shares to the sellers, but as the Consideration Shares were not issued within three months of that meeting, the approval lapsed under Listing Rule 7.5.4, requiring the current ratification resolution.

Serra Negra Project Acquisition Terms

The Acquisition Agreement with the shareholders of Songeo Mineração S.A. provides for Oceana Metals to acquire 100% of the issued share capital of Songeo, which holds 100% of the Serra Negra Project and associated mining rights in the State of Minas Gerais, Brazil. The total purchase price is up to US$10.3 million, comprising approximately US$7.95 million payable on completion — consisting of US$2.95 million in cash and approximately US$5.0 million in shares at a deemed issue price of A$0.36 each — plus up to US$2.25 million subject to the satisfaction of further conditions as disclosed in the filing.

Remaining Shares and Proxy Form Requirements

The filing states that it was previously agreed the company would issue a total of 20,000,000 Consideration Shares, with the remaining 4,462,400 shares relating to an entitlement held by a third party under a pre-existing agreement with Songeo. The company disclosed that Oceana Metals and this third party are documenting an arrangement to satisfy that entitlement in cash, on deferred terms, rather than through the issue of shares. Shareholders wishing to vote on Resolution 6 by proxy must use the Replacement Proxy Form provided with the addendum, which replaces the original proxy form attached to the original Notice of Meeting.

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