Zenith Minerals Limited 05 – Panel Receives Application

The Panel has received an application from Ida Metal Investments Pty Ltd in relation to the affairs of Zenith Minerals Limited (Zenith).

Details of the application, as submitted by the applicant, are below.

A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application.

The applicant is a substantial holder of Zenith and is an associate of Aurenne Group Holdings Pty Ltd (Aurenne).

On 23 March 2026, Zenith issued 22,000,000 performance rights to directors of Zenith (the Performance Rights). The terms of the Performance Rights do not provide for automatic vesting upon the occurrence of a takeover bid, however the Zenith board retain a discretion to determine that any unvested awards will vest and become exercisable in the event of a change in control.

On 9 June 2026, Zenith and Forrestania Resources Limited (Forrestania) announced a recommended bid for Zenith comprising scrip consideration of 1 Forrestania share for every 4.3 Zenith shares (the Bid). The Takeover Implementation Deed released with the announcement, and later amended and restated on 18 August 2026 (TID), contained no talk and no due diligence restrictions, subject to a fiduciary exception that is enlivened on receipt of a “Superior Proposal” (as defined in the TID). The TID also contained a clause that (in summary) requires Zenith to take such action as is necessary to ensure that all Zenith performance rights are cancelled or vested, subject to “Effective Control” occurring (as defined in the TID).

On 2 October 2026, Aurenne submitted a non‑binding indicative proposal to provide Zenith with $5 million of equity funding through either a pro‑rata renounceable rights issue fully underwritten by Aurenne or a placement to Aurenne (Aurenne Proposal). The Aurenne Proposal is conditional on, among other things, Zenith not proceeding with the Bid.