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18 March 2026
Santana Minerals Ltd (SMI)
Extraordinary General Meeting; 3.00pm Tuesday 31 March 2026
Venue; Level 5, Westralia Square 2 143 St Georges Terrace Perth Western Australia.
NZSA is disappointed that the company is not also holding a virtual meeting as it did for its ASM in November. Shareholders based outside of Perth and in particular in New Zealand, which is the site of one of its main operations, will be unable to participate in this important meeting.
Company Overview
The company listed on the ASX in 2013, and the NZX in July 2024. Its main activity is the exploration of a gold deposit in the ‘Rise and Shine’ Valley at Bendigo Ophir in Central Otago. In September 2025, the company updated its assessment of the mine’s potential saying it was larger than previously expected. In July 2025, the company announced it had entered into an agreement subject to Overseas Investment Office approval to acquire Ardgour Station for $25 million. It comprises 2,880 hectares of land related to the Rise and Shine mine.
Santana also holds an interest in the Snuol Project in Cambodia through a joint venture with Emerald Resources NL. The project is situated within the same regional gold corridor as Emerald’s Memot Gold Project, which has been advanced to Mineral Resource stage and is being positioned as Emerald’s next development opportunity in Cambodia. Santana will continue to work alongside Emerald Resources to assess exploration results and determine the most effective pathway to unlock the strategic value of Snuol within the broader development framework emerging at Memot.
Purpose of Meeting.
In February 2026, the company announced it had received firm commitments from institutional and sophisticated investors to raise A$130 million via a placement of approximately 144.4 million fully paid ordinary shares in Santana at A$0.90 per new share.
The Placement will occur in two tranches with the second tranche being subject to Shareholder approval proposed at this meeting.
In addition to the placement, Santana advised it will seek a waiver or Shareholder approval to enable it to launch a share purchase plan (SPP) at the same price as the Placement to enable all Santana Shareholders whose registered address is recorded as being in Australia or New Zealand to participate if they wish.
Disclaimer
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Context
The funds raised pursuant to the Placement and the SPP (after expenses) will be applied to the funding of Santana’s share of ongoing and future development costs including:
- accelerating the development of the Bendigo Ophir Gold Project in preparation for a subsequent Final Investment Decision.
- commencement of early infrastructure civil works to advance project readiness.
- further exploration of high-priority, near-mine, and regional targets, including drilling.
- procurement of long-lead plant and infrastructure items for the Bendigo Ophir Gold Project; and
- general working capital expenses, and the equity financed component of construction and prestrip phases in the development.
The A$0.90 per New Share issue price represents an 8.6% discount to the last traded price of A$0.985 per share prior to the Placement.
Directors will participate in the Placement in the amount of $1.2 million, subject also to Shareholder approval at the EGM.
Santana will pay a management fee of 2% and a placement fee of 3% of the funds raised under the Placement to the Joint Lead Managers.
NZSA Commentary
- NZSA notes that the company has applied for Fast Track Approval (FTA) for consents for the Bendigo-Ophir Gold Project. The FTA Panel has advised a decision will be given by 29 October 2026. There has been local opposition to the project. There is no guarantee that approval will be given and if not, the company will have to embark on a lengthy and costly appeals process.
- In addition, there is no guarantee that the projected extraction of minerals will be realised both in terms of quantity and time frame. As with any mining project there are significant risks attached.
- NZSA notes the absence of an absence of any independent valuations, although acknowledges that this is typical of most mining projects at this stage.
- There is no discussion as regards shareholder dilution. NZSA estimates potential dilution at approximately 17%. We would expect further discussion on dilution provided as part of the Explanatory notes contained in the Notice of Meeting.
- Santana is of a number of ASX-listed companies that have pursued a secondary listing on the NZX. It is disappointing for NZ-based shareholders that they are unable to participate strongly in shareholder decision-making through the absence of hybrid meeting. NZSA does not consider the incremental cost of a hybrid meeting to be significant given Santana’s shareholder base or scale. We would welcome further engagement with Santana on this matter.
Notwithstanding the above, NZSA supports the capital raise as being in the best interests of retail shareholders.
Resolutions
1. Ratification of the issue of 125,513,727 Shares under the Unconditional Placement.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 125,513,727 Shares by way of private placement to sophisticated, professional and institutional investors, at an issue price of A$0.90 per Share, in accordance with the terms set out in the Explanatory Memorandum, be ratified.”
We will vote undirected proxies IN FAVOUR of this resolution.
2. Approval to issue up to 17,597,384 Shares under the Conditional Placement.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, the issue up to 17,597,384 Shares by way of private placement to sophisticated, professional and institutional investors, at an issue price of A$0.90 per Share, in accordance terms set out in the Explanatory Memorandum, be approved.”
We will vote undirected proxies IN FAVOUR of this resolution.
3. Approval to issue up to 911,111 Shares to Mr Peter Cook (or his nominated Associate) under the Conditional Placement.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, the issue up to 911,111 Shares by way of private placement to Mr Peter Cook (or his nominated Associate), at an issue price of A$0.90 per Share, in accordance terms set out in the Explanatory Memorandum, be approved.”
We will vote undirected proxies IN FAVOUR of this resolution.
4. Approval to issue up to 222,223 Shares to Mr Kim Bunting (or his nominated Associate) under the Conditional Placement.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, the issue up to 222,223 Shares by way of private placement to Mr Kim Bunting (or his nominated Associate), at an issue price of A$0.90 per Share, in accordance terms set out in the Explanatory Memorandum, be approved.”
We will vote undirected proxies IN FAVOUR of this resolution.
5. Approval to issue up to 200,000 Shares to Ms Emma Scotney (or her nominated Associate) under the Conditional Placement.
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, the issue up to 200,000 Shares by way of private placement to Ms Emma Scotney (or her nominated Associate), at an issue price of A$0.90 per Share, in accordance terms set out in the Explanatory Memorandum, be approved.”
We will vote undirected proxies IN FAVOUR of this resolution.
Proxies
You can vote online or appoint a proxy at https://au.investorcentre.mpms.mufg.com/Login/Login
Instructions are on the Proxy/voting paper sent to you.
Voting and proxy appointments close 3.00pm Sunday 29 March 2026.
Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.
The Team at NZSA