Announcement PDF ADAVALE RESOURCES LIMITED ACN 008 719 015 PROSPECTUS For the offers of: (a) 73,541,668 Options exercisable at $0.035 each on or before 30 June 2028 (New Option) to Placement Participants on the basis of one (1) New Option for every two (2) Shares subscribed for and issued under the Placement (Placement Offer); (b) 3,619,047 New Options to the Participating Directors (or their respective nominees) on the basis of one (1) New Option for every two (2) Shares subscribed for and issued under the Placement (Director Offer); and (c) 5,000,000 New Options to GBA Capital Pty Ltd (or its nominee(s)) (Broker Offer), (together, the Offers). No funds will be raised under the Offers. IMPORTANT NOTICE This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the New Options being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The New Options offered by this Prospectus should be considered as highly speculative. IMPORTANT NOTICE This Prospectus is dated 10 September 2025 and was lodged with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. Company, the management. Directors and the Company’s No New Options may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forwardlooking statements. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The New Options offered by this Prospectus should be considered as highly speculative. These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5. Applications for New Options offered pursuant to this Prospectus can only be made by an Application Form. Overseas Shareholders This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company. The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult. The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the New Options. No Investment Advice The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for New Options under this Prospectus to determine whether it meets your objectives, financial situation and needs. Forward-looking statements This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the 1035-16/3757774_15 The Offers are not being extended and New Options will not be issued to Shareholders with a registered address which is outside Australia. For further information on overseas Shareholders please refer to Section 2.12. Continuous disclosure obligations This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest. Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX. Please refer to Section 6.2 for further details. Target Market Determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall i within the target market determination (TMD) as set out on the Company’s website (www.adavaleresources.com). Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.adavaleresources.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 2 8003 6733 during office hours or by emailing the Company at investor@adavaleresources.com. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. Company Website No documents or other information available on the Company’s website is incorporated into this Prospectus by reference. Financial forecasts The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection. Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of New Options issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. 1035-16/3757774_15 Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. Photographs and Diagrams Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Definitions and Time Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 8. All references to time in this Prospectus are references to Australian Western Standard Time. Privacy statement If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder. The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry. You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for New Options, the Company may not be able to accept or process your application. Enquiries If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offers or how to accept the Offers please call the Company Secretary on +61 2 8003 6733. ii CORPORATE DIRECTORY Directors Auditor* Allan Ritchie Executive Chair & CEO HLB Mann Judd (WA) Level 4, 130 Stirling Street PERTH WA 6000 Maurice Matich Non-Executive Director David Ward Non-Executive Director CFO & Company Secretary Mr Leonard Math ASX Code ADD, ADDO, ADDOA Registered Office Level 2, 49 Oxford Close WEST LEEDERVILLE WA 6007 Telephone: + 61 2 8003 6733 Facsimile: +61 2 8003 6733 Email: investor@adavaleresources.com Website: www.adavaleresources.com Share Registry* Computershare Investor Services Pty Limited Level 4, 60 Carrington Street SYDNEY NSW 2000 Telephone: +61 08 9415 4000 (outside Australia) Telephone: 1300 850 505 (within Australia) Website: www.computershare.com/au Solicitors Steinepreis Paganin Level 14, QV1 Building 250 St Georges Terrace PERTH WA 6000 Lead Manager to the Placement* GBA Capital Pty Limited Level 2, 68 Pitt Street SYDNEY NSW 2000 *These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. 1035-16/3757774_15 iii TABLE OF CONTENTS 1. INDICATIVE TIMETABLE ................................................................................................................... 1 2. DETAILS OF THE OFFERS .................................................................................................................. 2 3. PURPOSE AND EFFECT OF THE OFFERS .......................................................................................... 6 4. RIGHTS AND LIABILITIES ATTACHING TO NEW OPTIONS .............................................................. 8 5. RISK FACTORS ............................................................................................................................... 12 6. ADDITIONAL INFORMATION ........................................................................................................ 20 7. DIRECTORS’ AUTHORISATION ...................................................................................................... 27 8. GLOSSARY .................................................................................................................................... 28 1035-16/3757774_15 iv 1. INDICATIVE TIMETABLE ACTION DATE General Meeting 5 September 2025 Lodgement of Prospectus with the ASIC and ASX 10 September 2025 Opening Date of the Offers 10 September 2025 Closing Date of the Offers (5:00pm AWST)* 26 September 2025 Lodgement of Appendix 2A and issue date of the New Options under the Offers 26 September 2025 Expected date of Official Quotation of New Options 3 October 2025 * The above dates are indicative only and may change without notice. The Directors reserve the right to bring forward or extend the Closing Date of the Offers at any time after the Opening Date of the Offers without notice. Accordingly, the date the New Options are expected to commence trading on ASX may vary. The Company also reserves the right not to proceed with the Offers at any time before the issue of New Options to applicants. 1035-16/3757774_15 1 2. DETAILS OF THE OFFERS 2.1 Background 2.1.1 Placement On 4 July 2025, the Company announced that it had received firm commitments from key new and existing sophisticated investors (including a cornerstone investor) (Placement Participants) to raise up to approximately $2.5 million (before costs) (Initial Placement) through the issue of 119,047,619 Shares at an issue price of $0.021 per Share, together with one (1) New Option for every two (2) Shares subscribed for and issued under the Initial Placement. On 14 July 2025, the Company issued 68,417,769 Shares to the Placement Participants pursuant to Shareholder approval obtained at a meeting of its Shareholders held on 27 June 2025 (Previous General Meeting) for the issue of the Shares under the Initial Placement. The balance of the Shares under the Initial Placement (50,629,850 Shares) will be issued by the Company no later than three months from the date of the Previous General Meeting. The Company also obtained Shareholder approval to complete a 20 to 1 consolidation of the Company’s Securities (Consolidation). On 25 July 2025, the Company announced that it had received further firm commitments from new and existing Placement Participants to raise up to approximately $0.588 million (before costs) (Further Placement) through the issue of approximately 28,035,713 Shares on the same terms as the Initial Placement, together with one (1) New Option for every two (2) Shares subscribed for and issued under the Further Placement. On 9 September 2025, the Company issued 22,428,570 Shares under the Further Placement and the Company expects to issue the balance of the Shares under the Further Placement (5,607,143 Shares) within one (1) month from the date of this Prospectus. The Initial Placement and the Further Placement are together referred to as the Placement. The Company obtained Shareholder approval for the issue of 73,541,668 New Options to the Placement Participants under the Placement at a meeting of its Shareholders held on 5 September 2025 (General Meeting). The New Options issued to the Placement Participants under the Placement are the subject of the Placement Offer being made under this Prospectus. 2.1.2 Director Participation The current Directors of the Company, Messrs Allan Ritchie, Maurice Matich and David Ward (Participating Directors) have agreed to participate in the Placement up to approximately $152,000, through the issue of an aggregate of 7,238,094 Shares and 3,619,047 New Options, on the same terms and conditions as the Placement Participants (Director Participation). The Company obtained Shareholder approval at the General Meeting for the Director Participation, which comprised the issue of: (a) 4,285,714 Shares and 2,142,857 New Options to Mr Allan Ritchie, Executive Chairman and Chief Executive Officer of the Company; (b) 952,380 Shares and 476,190 New Options to Mr Maurice Matich, Non-executive Director of the Company; and (c) 2,000,000 Shares and 1,000,000 New Options to Mr David Ward, Non-executive Director of the Company. The New Options issued to the Participating Directors to enable the Director Participation are the subject of the Director Offer being made under this Prospectus. 1035-16/3757774_15 2 2.1.3 Lead Manager The Company engaged GBA Capital Pty Ltd (GBA Capital or the Lead Manager) to act as lead manager to the Placement pursuant to a lead manager mandate dated 1 July 2025 (Lead Manager Mandate). In consideration for providing its services, the Company agreed to: (a) pay GBA Capital a management fee equal to 2% of the gross proceeds raised from the Chairman’s list under the Placement; (b) pay GBA Capital a capital raising fee equal to 4% of the gross proceeds raised under the Placement; and (c) issue GBA Capital (or its nominee(s)) 5,000,000 New Options. The Lead Manager Mandate otherwise contains provisions considered standard for an agreement of its nature. The Company obtained Shareholder approval at the General Meeting for the issue of 5,000,000 New Options to the Lead Manager (or its nominee(s)) pursuant to the Lead Manager Mandate. 2.2 Placement Offer By this Prospectus, the Company makes the Placement Offer, which invites Placement Participants to apply for one (1) New Option for every two (2) Shares subscribed for and issued under the Placement. The maximum number of New Options to be issued under the Placement Offer is 73,541,668. Shareholder approval for the issue of the New Options under the Director Offer was obtained at the General Meeting. The Placement Offer is extended to the Placement Participants only. Accordingly, Application Forms will only be provided by the Company to these persons. No funds will be raised from the Placement Offer as the New Options are being issued for nil consideration. All New Options offered under this Prospectus will be issued on the terms and conditions set out in Section 4.1 of this Prospectus. All Shares issued upon the future exercise of the New Options offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.2 for further information regarding the rights and liabilities attaching to the Shares. The Company will apply for Official Quotation of the New Options offered pursuant to the Placement Offer. 2.3 Director Offer This Prospectus also includes an offer of an aggregate of 3,619,047 New Options to three Directors who participated in the Placement, namely Messrs Allan Ritchie (2,142,857 New Options), Maurice Matich (476,190 New Options) and David Ward (1,000,000 New Options) (or their nominees that are eligible Shareholders). Shareholder approval for the issue of the New Options under the Director Offer was obtained at the General Meeting. Only the Participating Directors (or their nominees that are eligible Shareholders) may accept the Director Offer, by using the relevant Application Form in relation to the Director Offer. No funds will be raised from the Director Offer as the New Options are being issued for nil consideration. The New Options offered under the Director Offer will be issued on the terms and conditions set out in Section 4.1. All of the Shares issued upon the future exercise of the New Options will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.2 for further information regarding the rights and liabilities attaching to the Shares. The Company will apply for Official Quotation of the New Options offered pursuant to the Placement Offer. 1035-16/3757774_15 3 2.4 Broker Offer This Prospectus also includes an offer of up to 5,000,000 New Options to the Lead Manager (or its nominee(s)). Shareholder approval for the issue of the New Options under the Broker Offer was obtained at the General Meeting. Only the Lead Manager (or its nominee(s)) may accept the Broker Offer, by using the relevant Application Form in relation to the Broker Offer. No funds will be raised from the Broker Offer as the New Options are being issued in part consideration for services provided by the Lead Manager under the Lead Manager Mandate. All New Options offered under the Broker Offer will be issued on the terms set out in Section 4.1. All Shares issued on exercise of the New Options will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.2 for further information regarding the rights and liabilities attaching to the Shares. The Company will apply for Official Quotation of the New Options offered pursuant to the Broker Offer. 2.5 Minimum subscription There is no minimum subscription. 2.6 Applications Applications for New Options can only be made by the Placement Participants, the Directors, and the Lead Manager (or their nominee(s)) at the direction of the Company and must be made using the appropriate Application Form accompanying this Prospectus. Completed Application Forms must be mailed or delivered to the address set out on the Application Form by no later than the Closing Date. The New Options are being issued for nil cash consideration and therefore the Applicants are not required to pay any funds with their Application. Completed Application Forms must be mailed or delivered to the address set out on the Application Form by no later than the Closing Date. The Company reserves the right to close the Offers early. 2.7 Implications of Completing an Application Form By completing an Application Form, Applicants will be taken to have declared that all details and statements made by them are complete and accurate and that they have personally received the Application Form together with a complete and unaltered copy of this Prospectus. Completed Application Forms must be returned to the address set out on the Application Form, with sufficient time to be received by or on behalf of the Company by no later than 5:00pm (AWST) on the Closing Date, which is currently scheduled to occur on 26 September 2025. If you require assistance in completing an Application Form, please contact the Share Registry on 1300 850 505 or the Company Secretary on +61 2 8003 6733. 2.8 Not underwritten The Offers are not underwritten. 2.9 ASX listing Application for Official Quotation of the New Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If the New Options are not admitted to Official Quotation by ASX before the expiration of three months after the date of this Prospectus, or such period as varied by ASIC, the Company will not issue any New Options under the Offers and will refund all application monies received under the Offers. The fact that ASX may grant Official Quotation to the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options now offered for subscription. 1035-16/3757774_15 4 2.10 Issue of New Options The New Options issued pursuant to the Offers will be issued in accordance with the ASX Listing Rules and timetable set out in Section 1. Holding statements for the New Options issued under the Offers will be mailed as soon as practicable after the issue of the New Options. 2.11 Defects in Applications If an Application Form is not completed correctly, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, or how to construe, amend or complete it, will be final. 2.12 Overseas Shareholders The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of New Options these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offers are not being extended and New Options will not be issued to Shareholders with a registered address which is outside Australia. 2.13 Enquiries Any questions concerning the Offers should be directed to the Company Secretary, on +61 2 8003 6733. 1035-16/3757774_15 5 3. PURPOSE AND EFFECT OF THE OFFERS 3.1 Purpose of the Offers The purpose of the Placement Offer is to offer investors who participated in the Placement one (1) New Option for every two (2) Shares subscribed for under the Placement. The purpose of the Director Offer is to offer Participating Directors who participated in the Placement one (1) New Option for everyone two (2) Shares subscribed for and issued under the Placement. The purpose of the Broker Offer is to satisfy the Company’s obligation to issue 5,000,000 New Options to the Lead Manager (or its nominee(s)) as part consideration for lead manager services provided to the Company pursuant to the Lead Manager Mandate. In addition to the above, the Offers are being made such that the relief provided under ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80 with respect to the on-sale provisions of section 707 of the Corporations Act is available. Specifically, if the New Options are issued with disclosure under this Prospectus, then the Shares issued upon the exercise of any of the New Options can be on-sold within 12 months of their issue, without a disclosure document for the on-sale offer. Subject to the New Options being granted to Official Quotation on the ASX, holders of the New Options will be able to trade the New Options on the ASX and will be able to exercise the New Options into Shares and trade those Shares without the need for additional disclosure and without any trading restrictions. If all New Options issued under this Prospectus are exercised into Shares, the Company will receive a further $2,875,625.03. 3.2 Effect of the Offers The principal effect of the Offers, assuming all New Options offered under the Prospectus are subscribed for and issued, will be to: 3.3 (a) increase the total number of Options on issue from 102,769,947 as at the date of this Prospectus to 184,930,662 Options; and (b) remove any trading restrictions attaching to the New Options and to enable the on-sale of any Shares issued on exercise of the New Options issued under this Prospectus. Effect of the Offers on capital structure The effect of the Offers on the capital structure of the Company, assuming all New Options and no other Securities are issued is set out below. SHARES1 NUMBER Shares currently on issue1 205,209,868 Shares offered pursuant to the Offers1,2 Nil Total Shares on issue after completion of the Offers1,2 205,209,868 Notes: 1. Refer to Section 4.2 for the terms of the Shares. 2. Excluding the balance of 56,236,993 Shares to be issued under the Placement. Refer to Section 2.1.1 for further details. OPTIONS1 NUMBER Options currently on issue2 102,769,947 New Options offered pursuant to the Placement Offer1,3 73,541,668 New Options offered pursuant to the Director Offer1,4 3,619,047 New Options offered pursuant to the Broker