ATOMIC EAGLE LTD - M&A Activity 2025

Tombador Iron Limited ABN: 20 108 958 274 Suite 4.01, Level 4 66 Kings Park Road West Perth WA 6005

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18 August 2025

TOMBADOR ANNOUNCES TRANSFORMATIONAL DEAL WITH GOVIEX URANIUM TO CREATE ASX-LISTED ZAMBIAN URANIUM COMPANY

HIGHLIGHTS

ASX-listed Tombador Iron Limited (ASX: TI1) (“Tombador”) and TSXV-listed GoviEx Uranium Inc. (TSXV: GXU; OTCQX: GVXXF) (“GoviEx”) agree to a binding arrangement agreement, whereby Tombador will acquire 100% of the issued and outstanding shares of GoviEx Uranium Inc. (“GoviEx Shares”) by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (“BCABC”) (the “Arrangement” or “Acquisition”).
In addition, Tombador proposes to raise A$5.0 million (before costs) (“Minimum Subscription”) with the ability to accept oversubscriptions up to a further A$5.0 million (before costs) (“Maximum Subscription”) through the issue of ordinary fully paid shares (“Tombador Shares”) (“Capital Raising”).
Proceeds will fund resource growth and advance the 100%-owned Muntanga Uranium Project in addition to facilitating Tombador’s re-compliance with Chapters 1 and 2 of the ASX listing rules (“Listing Rules”) and re-admission to the ASX. The Acquisition and the Capital Raising are together referred to as the “Transaction”.
Transaction will create an ASX-listed mineral resource company focused on exploration and development of uranium assets in Africa, with its core asset being the 100%-owned Muntanga Uranium Project in the Republic of Zambia and associated considerable exploration potential.
Transaction will transform combined company, provides access to larger mining-focused capital pools and stronger valuation multiples.
Combined company to be renamed ‘Atomic Eagle Limited’, subject to shareholder approval.
Matador Capital, which established Lotus Resources Limited and Boss Energy Limited, to play a critical role in the Transaction and roll out of the reinvigorated strategy through investment and technical expertise.
New board with seasoned industry professionals to be chaired by Govind Friedland (GoviEx), with Stephen Quantrill (Tombador), Eric Krafft (GoviEx) and Keith Bowes (Ex-Lotus Resources Limited Managing Director) as Directors and Matador Capital’s Grant Davey as strategic advisor.
Transaction is conditional upon (amongst other things) approval of the Supreme Court of British Columbia, shareholder approval from both Tombador and GoviEx shareholders, completion of the Capital Raising and implementation of the Arrangement.
The Transaction has been unanimously recommended by Tombador and GoviEx’s Boards of Directors following unanimous recommendation by GoviEx’s special committee of independent directors.
GoviEx’s major shareholders, directors and senior officers, representing 27.6% of GoviEx Shares have signed voting support agreements (“VSAs”) with GoviEx to vote in favour of the Transaction; Substantial Tombador Shareholder Colomi (Singapore) Pte Ltd (“CIS”) has indicated it will vote in favour of the Transaction.
A general meeting of shareholders is expected in early October 2025; Transaction is targeted to close by early November 2025.

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Tombador’s Executive Director Stephen Quantrill said: opportunity, Tombador is delighted to announce this transaction between Tombador and GoviEx, to allow Tombador to re-comply with Chapters 1 and 2 of the ASX Listing Rules and create an ASX-listed, Africa-focused, uranium exploration and development company to be known as Atomic Eagle Ltd.

“Uranium is growing in importance and prominence in the global transition to clean energy. Tombador acknowledges the pedigree and long history of the GoviEx team and assets, and we welcome the opportunity to work with Govind Friedland and his team alongside the experienced leadership from Matador Capital to realise the potential of the GoviEx projects.

“This transaction brings together the proven track record and pedigree of the GoviEx team with the leadership and operational experience of Matador. We see enormous potential in Muntanga and look forward to continuing its development.”

GoviEx’s Executive Chairman, Govind Friedland, said: “ This is a transformational transaction for GoviEx, it brings an Australian public listing, a new capital structure, a refreshed board, new substantial shareholders, a cornerstone with recent uranium development experience and a strengthened balance sheet. Our combined company, to be renamed Atomic Eagle Limited, will lead the development of the Muntanga Project, situated in one of the largest and most under explored sandstone hosted uranium basins in the world, with considerable exploration potential. We are excited to move forward with unlocking its full potential. ”

BACKGROUND & STRATEGIC RATIONALE

ASX-listed Tombador Iron Limited (“Tombador” or the “Company”) (ASX: TI1) is pleased to announce it has entered into a binding arrangement agreement (“Agreement”), pursuant to which Tombador will acquire 100% of the issued and outstanding shares of GoviEx Uranium Inc. (“GoviEx Shares”) by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (“BCABC”).

The Transaction between Tombador and GoviEx creates an ASX listed, Africa-focused, uranium exploration and development company to be renamed ‘Atomic Eagle Limited’, subject to approval.

Transaction highlights include:

size of Muntanga Uranium Project (the “Muntanga Uranium Project” or the “Project”) and achieving economies of scale to materially improve the potential project economics and benefits for all stakeholders.
The Muntanga Uranium Project is mine permitted and located in one of the largest and most underexplored sections of the Karoo Supergroup Sandstone which itself is one largest uraniumhosting sandstone provinces and already has a number of existing mines / projects including Kayelekera and Mkuji River.
creation, proven execution capability, global networks within the uranium sector and deep in-country relationships.
Matador Capital Pty Ltd (‘’Matador Capital’’), a renowned Australian-based advisory group with a strong track record in identifying opportunities (namely Lotus Resources Limited and Boss Energy Limited) and deep networks in the uranium sector, will play a critical role in the Transaction and roll out of the reinvigorated strategy through strategic investment, provision of technical expertise.
With cash at bank of approximately A$19.4 million (before costs) under the Minimum Subscription and A$24.4 million (before costs) under the Maximum Subscription, at completion of the Transaction, the Company will be in a strong position to execute its development strategy in a systematic and purposeful manner.
The ASX is expected to provide the Company access to deeper pools of capital for African uranium explorers and developers with potential for significant valuation uplift upon delivery of key milestones. Previous success stories (including Lotus Resources Limited, Deep Yellow Limited, Bannerman Energy Limited, Paladin Energy Limited and Aura Energy Limited) have ‘paved a way to success’.

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ABOUT GOVIEX URANIUM INC

TSXV-listed GoviEx Uranium Inc. (“GoviEx” or “GXU”) (TSXV: GXU; OTCQX: GVXXF) is a Canadian-listed mineral resource company focused on the exploration and development of uranium assets in Africa. GoviEx operates as a single-segment entity with its core business activity being the advancement of uranium projects located in Africa. GoviEx’s focus is the exploration and development of its flagship Muntanga Uranium Project which is located in the Siavonga and Chirundu Districts in the southeastern region of Zambia. The Project is controlled 100% by GoviEx through its Zambian subsidiaries.

Muntanga Uranium Project comprises three mining licences: Muntanga, Dibbwi and Chirundu, and in addition holds two exploration licences for Nabbanda and Chirundu Extension and a further mining licence for Kariba Valley (Chisebuka), see Figure 1.

license Lundazi (32188-HQ-LEL) pursuant to an earn-in option agreement with Stalwart Investments Limited ( SIL ).

Information relating to the location, tenure, geology and mineralisation and previous exploration at Muntanga Uranium Project is set out below.

MUNTANGA URANIUM PROJECT

Overview

Muntanga Uranium Project, 100% owned by GoviEx, is in the southeastern region of Zambia in the Siavonga and Chirundu Districts. The Project encompasses three mining licences – Muntanga (Licence no. 13880-HQ-LML), Dibbwi (Licence no. 13881-HQ-LML), and Chirundu (Licence no. 12634-HQ-LML), covering 719km[2] , that are located approximately 200km south of Lusaka, north of Lake Kariba.

Additionally, the Company holds two exploration licences for Nabbanda (Licence no. 22803-HQ-LEL) and Chirundu Extension (Licence no 22075-HQ-LEL), and a recently granted mining licence for Kariba Valley (License no. 38555HQ-LML), which expands the total combined area to 1,136km².

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Figure 1: Muntanga Uranium Project Location

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Zambia, after independence in 1964, was initially ruled by a single party until 1991 when it transitioned to fully democratic rule and has remained so to date. Zambia primarily follows a legal system based on English common law. Zambia currently ranks as the world's 7th largest producer of copper and largest producer in Africa. In 2024, the country produced 820,000 tonnes of copper and Zambia’s Minister of Mines and Mineral Development announced an ambitious strategy to increase the country’s copper production to 3 million tonnes by 2031. In addition to its ambitious copper production goals, the Zambian government has recognised the importance of diversifying its mining sector to reduce reliance on copper and strengthen its economic resilience. This strategy includes promoting the development of other critical minerals, such as uranium, which is increasingly valued in the global transition to clean energy.

Against this backdrop, the Project is well-positioned to benefit from the government’s diversification strategy and its commitment to the sector. The Project already holds the necessary mining permits and has filed the required studies to apply for environmental permits, which once secured will enable development to commence, subject to financing.

Tenure

The Muntanga Uranium Project comprises six tenements as set out in the table below, each legally and beneficially held by GoviEx:

LICENCE NAME	LICENCE NUMBER	LICENCE HOLDER	AREA KM2	DATE OF GRANT	EXPIRY DATE	STATUS	COMMODITY GROUP
Muntanga Mining licence	13880-HQ- LML	Goviex Uranium Zambia Limited (100%)	233.6	26/03/2010	25/04/2035	Granted	Uranium, Coal, Sand, Clay, Gravel and Limestone
Dibbwi Mining licence	13881-HQ- LML	Goviex Uranium Zambia Limited (100%)	237.5	26/03/2010	25/04/2035	Granted	Uranium, Coal, Sand, Clay, Gravel and Limestone
Chirundu Mining licence	12634-HQ- LML	Chirundu Joint Ventures Zambia Limited (100%)	248.0	9/10/2009	8/10/2034	Granted	Uranium
Chirundu_Ext Exploration licence	22075-HQ- LEL	Chirundu Joint Ventures Zambia Limited (100%)	212.9	18/07/2023	17/07/2027	Granted	Uranium and Coal
Nabbanda Exploration Licence	22803-HQ- LEL	Goviex Uranium Zambia Limited (100%)	12.0	5/02/2019	4/02/2026	Granted	Uranium, Coal, Sand, Clay, Gravel and Limestone
Kariba Valley Mining licence	38555-HQ- LML	Muchinga Energy Resources Limited (100%)	192.2	9/01/2025	8/01/2050	Granted	Uranium and Coal

There are no agreements or encumbrances on the licences comprising the Muntanga Uranium Project, which is a greenfield exploration site with no history of previous development or industrial activity.

GoviEx also has an option to acquire a 51% legal and beneficial interest in the mineral claims and rights to exploration license Lundazi (32188-HQ-LEL) pursuant to an earn-in option agreement with Stalwart Investments Limited dated 3 September 2024.

Geology

The uranium mineralisation occurs within the sandstone of the Karoo Supergroup and is described as a sandstone hosted fluvial channel type deposit. The Karoo Supergroup of sub-Sahara Africa contains what may be the world’s largest sandstone-hosted uranium province. Compared to the well-known uranium-bearing sandstone basins of the western US, the area of the Karoo basin is about 30% greater but remains relatively under explored.

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Mineralisation

In the oxide zones, uranium mineralisation is seen as crystal coatings on surfaces and as near surface concentrations with secondary uranium phosphate mineralisation (Autunite, meta-Autunite). Primary uranium mineralisation consists mostly of Pitchblende, Uraninite or Coffinite.

Mineral Resource Estimate

SRK Consulting (Canada) (“SRK”) prepared a Mineral Resource estimate (“MRE”) for the Muntanga Uranium Project in November 2017, in accordance with the Canadian Securities Administrators’ National Instrument 43-101 (“NI 43101”). Following additional drilling at the Muntanga Uranium Project, SRK updated the MRE as of 31 January 2024, with the revised estimate completed and reported in March 2025 in accordance with NI 43-101.

The updated MRE is reported in accordance with the 2012 Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code") and is summarised below.

Table 1: Mineral Resource statement for the Muntanga Uranium Project, Zambia (31 January 2024)

CATEGORY	U3O8 CUT-OFF [PPM]	DEPOSIT	TONNES [MT]	U3O8 GRADE [PPM]	U3O8 METAL [MLB]
Measured	110	Gwabi	1.1	254	0.6
	90	Njame	2.5	358	2.0
Indicated	90	Muntanga	8.6	369	7.0
	90	Dibbwi	3.2	253	1.8
	90	Dibbwi East	31.3	372	25.7
	110	Gwabi	2.7	374	2.2
	90	Njame	1.0	306	0.7
Total M&I			50.4	359	40.0
Inferred	90	Muntanga	3.4	278	2.1
	90	Dibbwi	1.0	213	0.5
	90	Dibbwi East	7.1	252	3.9
	110	Gwabi	0.2	272	0.1
	90	Njame	1.1	329	0.8
Total inferred			12.8	263	7.4

Notes:

Mineral resources are constrained within an optimised pit shell using a uranium price of US$100/lb, mining costs of US$3.30/t, processing costs of US$9.00/t, additional mining costs of US$0.55/t, G&A costs of US$1.50/t, Transport costs of US$1.50 and a royalty of 5 %.
Mineral Resources are reported at a U3O8 ppm cut-off grade within the optimised pit shell and are inclusive of Mineral Reserves.
Mineral Resources are inclusive of mineralisation in the low-grade U3O8 80 ppm halo but reported above the relevant cut-off and classed as Inferred Resources. This mineralisation represents approximately 5 % of the total Mineral Resources metal (Mlb).
Mineral Resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves in the future.
All figures have been rounded to reflect the relative accuracy of the estimate.

Refer to Schedule 3 for further information regarding the MRE pursuant to ASX Listing Rule 5.8.1.

Infrastructure

The Project location in the southeastern region of Zambia, being near the town of Chirundu and close to the Zimbabwe border means access to the Project is straightforward, with the site connected by sealed roads to the main road running between Chirundu and Lusaka as well as the sealed road to Siavonga. The nearest commercial airport is in

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Lusaka, located 144 km by road from Chirundu. Additionally, the town of Livingstone, situated 560 km west of Muntanga via sealed road, provides a critical gateway to Namibia and the export port of Walvis Bay.

RESOURCE & EXPLORATION POTENTIAL - MUNTANGA URANIUM PROJECT

In 2025, a campaign started testing high priority areas, ranging from near-mine targets that could extend Muntanga and Dibbwi deposits to a potential larger-scale opportunity at Kariba Valley, situated on strike and on trend 70 kilometres to the south-east of Muntanga.

The two main targets being:

planned Muntanga open pit, in the same Escarpment Grit Formation host rocks that contain the current resource. Geological interpretation of existing data suggests a conceptual shallow exploration target ranging from two to four million pounds of U₃O₈ at grades between 150 and 350 ppm; and
Chisebuka mineralisation remains open up-dip, down-dip at depth and potentially on strike. Geological modelling suggests a shallow, gently dipping mineralized body that can be traced for approximately 4 km along strike and up to 1 km across, with mineralised horizons cropping out from surface to roughly 110 m depth. On this basis, GoviEx has delineated a conceptual model to guide exploration with targets of 20–30 million lb U₃O₈, and grades estimated between 150–300 ppm, consistent with the grades already defined at Muntanga-Dibbwi.

MADAOUELA PROJECT

From 2007, GoviEx focused on the exploration and development on the Madaouela Uranium Project in Niger. The mine permitted Madaouela Project was controlled 100% by the Nigerien mining company, Compagnie Miniere Madaouela SA, owned 80% by GoviEx and 20% by the Government of the Republic of Niger (the “State”).

The Madaouela Project previously included a mining permit for Madaouela I which was withdrawn by the Niger Ministry of Mines in July 2024. As a result of the withdrawal, GoviEx no longer holds any rights to the mining permit, which has reverted to the State and is now part of the public domain.

In December 2024 GoviEx initiated arbitration proceedings against the State under the International Centre for Settlement of Investment Disputes (“ICSID”) Convention, asserting that the withdrawal breached obligations under applicable mining law in Niger and that the conduct was a breach by the State of its obligation to execute its undertakings in good faith.

In February 2025, GoviEx signed a letter of intent with the State, outlining a structured roadmap to negotiate a resolution to the dispute. As part of this process, GoviEx agreed to a temporary suspension to the arbitration proceedings while negotiations continue. This process is ongoing at the date of this announcement.

TRANSACTION DETAILS

OVERVIEW

Tombador has entered into the Agreement to affect the reverse takeover of Tombador by GoviEx by way of a plan of arrangement under the BCABC, which will result in GoviEx becoming a wholly-owned subsidiary of Tombador (the “Merged Group”).

Subject to certain conditions precedent detailed below, securityholders in GoviEx (“GoviEx Securityholders”) will receive the following consideration securities in the capital of Tombador in consideration for their respective GoviEx Shares, GoviEx options (“GXU Options”) and/or GoviEx warrants (“GXU Warrants”) held at the record date under the Arrangement:

(a) 0.2534 new Tombador Shares(“Consideration Shares”) for each one (1) GXU Share held;
(b) 0.2534 new unlisted options in the capital of Tombador at various exercise prices and dates (“Consideration Options”) for each one (1) GXU Option held; and
(c) 0.2534 Consideration Options for each one (1) GXU Warrant held,

(together, the “Consideration” or “Consideration Securities”).

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On the completion of the Arrangement, existing shareholders in Tombador (“Tombador Shareholders”) will own approximately 25.0% of the Merged Group and former GoviEx Securityholders will own approximately 75.0% (excluding the Capital Raising).

The Transaction values the Merged Group at a market capitalisation of between A$104.5 million (based on the Minimum Subscription) and A$109.5 million (based on the Maximum Subscription) at completion of the Transactions based on the issue price (A$0.28) of the Capital Raising.

activities and as such, Tombador will be required to obtain shareholder approval under Listing Rule 11.1.2 at a general meeting and re-comply with Chapters 1 and 2 of the Listing Rules in accordance with Listing Rule 11.1.3.

Subject to the satisfaction (or waiver) of all conditions to closing set out in the Agreement, it is anticipated that the Transaction will be completed in November 2025. Following completion of the Transaction, subject to receipt of required regulatory approvals, the GoviEx Shares will be delisted from the TSX-V.

SELL DOWN

As part of the Transaction, substantial Tombador shareholder CIS has agreed to sell 14,492,754 Tombador Shares to Matador Capital (and/or its nominee) at A$0.138 per Tombador Share (“Sell Down’’). Settlement of the Sell Down will occur concurrently with completion of the Capital Raising. In addition, Matador Capital (and/or its nominee(s)) will subscribe for a minimum of 2,772,183 Tombador Shares in the Capital Raising (“Matador Participation”). Together, the Sell Down and the Matador Participation comprise the “Matador Investment”. Parties introduced by Matador Capital may also subscribe for Tombador Shares in excess of this amount.

accelerating high-growth opportunities across the natural resources, energy, and emerging industries sectors. Matador Capital has built a strong reputation within the Australian and international investment communities, having successfully supported numerous resource companies through capital raises, ASX listings, and transformative growth stages.

In 2019, Matador Capital introduced the Kayelekera Uranium Project to Lotus. In March 2020, Lotus Resources Ltd (“Lotus”) completed the acquisition of an 85% stake in the Kayelekera Uranium Mine from Paladin Energy. The acquisition terms involved a payment of A$5.0 million, comprising A$200,000 in cash and A$4.8 million in Lotus shares. Matador Capital provided corporate strategy services, including IPO support, M&A advisory, capital structuring, and investor relations as part of the transaction.

In 2015, Matador Capital introduced the Honeymoon Uranium Project to Boss Energy Ltd (“Boss”), who acquired an initial 80% interest in the Honeymoon. Following the acquisition, Boss focused on de-risking and optimising the Honeymoon Project. An enhanced feasibility study released in June 2021 included revised capital and operating estimates, a wellfield design plan, and updated economic assumptions.

Project.

COMPLETION AND CONDITIONS PRECEDENT

Completion of the Transaction is subject to customary conditions precedent for a transaction of this nature, including:

( Court Orders the Agreement;
( GoviEx shareholder approval ) shareholders in GoviEx (“GoviEx Shareholders”) approving the Arrangement by way of at least 66 2/3% of the votes cast on the resolution approving the Transaction by the shareholders of GoviEx voting as a single class holding GoviEx Shares on the record date in accordance with the BCABC;
( GoviEx TSX-V approval ) GoviEx having obtained all necessary TSX-V approvals in connection with the Transaction;
( Tombador shareholder approval ) Tombador shareholders having approved the Transaction and Capital Raising, including for the purposes of Listing Rules 11.1.2 and 7.1 and for the issue of the Adviser Shares to Yelverton Capital and Matador Capital (defined below);

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( ASX approval ) ASX confirming that it will reinstate Tombador Shares to Official Quotation on the ASX, subject to the satisfaction of such terms and conditions as are prescribed by the ASX;
( Matador Investment ) Matador completing the Matador Investment;
( Completion of Capital Raising ) Tombador having completed the Capital Raising; and
( Key Regulatory Approvals and Third Party Consents ) Receipt of any other regulatory approvals or third party consents which have not already been referred to in this announcement.

In addition to the above, the Transaction is subject to certain other closing conditions customary for a transaction of this nature, including, among others no material breaches of the representations, warranties and covenants of the parties, no material adverse effect being suffered by the parties and no more than 5% of GoviEx Shareholders having exercised dissent rights provided for under the BCBCA.

covenants, and a right for Tombador to match any superior proposals. The Agreement provides for a mutual reciprocal termination fee of reasonable costs and expenses incurred up to A$600,000.

The Agreement may be terminated in certain circumstances including (but not limited to) by either party if the requisite shareholder approvals are not obtained, if the Transaction is not completed by 31 December 2025 (unless extended by the parties), if a party breaches its representations and warranties or fails to perform any covenants, there has occurred a material adverse effect to the other party that is not capable of being cured by the earlier of the outside date and 10 business days from the notice of such event, or if GoviEx enters into a superior proposal.

Full details of the Transaction will be included in a management information circular of GoviEx (“GoviEx Circular”). The Agreement and GoviEx Circular will be available to access via SEDAR+ at www.sedarplus.ca under GoviEx’s profile.

RATIONALE FOR THE TRANSACTION & PROPOSED ACTIVITIES POST-COMPLETION OF TRANSACTION

Since the disposal of the Company’s main undertaking in January 2024, the Company has continued to evaluate new business opportunities in order to add a new asset to the Company, including in the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, and/or direct equity participation.

As announced on 18 October 2024, the Company had entered into a binding agreement with CIS to purchase 100% of the issued capital of Colomi Iron Mineração S.A. (“CIM”) which holds the Colomi Iron Project. It was proposed that the acquisition would be undertaken in conjunction with a re-compliance by the Company with Chapters 1 and 2 of the Listing Rules (“Previous Proposal”). The Board has since determined that it was unlikely that the Previous Proposal could proceed given current market conditions for iron ore.

In light of the above, the Company continued assessing other suitable investment and acquisition opportunities in order to add a new asset.

The Company is now proposing to undertake the Transaction, which is in line with its business strategy to add new assets to the Company which have the potential to generate value for Shareholders. The Board of Tombador considers that the Transaction provides a mechanism through which existing Tombador and GoviEx securityholders may participate in any potential value creation resulting from the Transaction.

uranium project with significant upside potential to increase the resource size and improve overall project economics, which has the potential to deliver value for shareholders of both Tombador and GoviEx.

The Transaction will enable the Company to consolidate and focus on advancing the Muntanga Uranium Project as its main business activity. The Merged Group intends to implement a revised development strategy supported by additional exploration and refreshed corporate positioning. Following completion of the Transaction, the Company will have sufficient funds to advance the Muntanga Uranium Project through additional exploration and assess optimal development pathways. The Merged Entity board also intends to leverage its networks within the Australian capital markets to access adequate funding when required to support its planned activities and mitigate development funding risk.

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GROUP STRUCTURE

Pre-completion of Transaction:

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Post-completion of Transaction:

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TOMBADOR CAPITAL RAISING

OVERVIEW

In connection with the Arrangement, the Company proposes to undertake the Capital Raising of a minimum A$5,000,000 (before costs) with the ability to accept oversubscriptions to raise a further A$5,000,000 (before costs), at a minimum issue price of A$0.28 per Tombador Share (“Minimum Offer Price”) . The Capital Raising will be conducted under a full form prospectus to be prepared by the Company to satisfy the re-admission requirement in Condition 3 of Listing Rule 1.1 (“Prospectus”). Tombador intends to release the Prospectus in Mid-September 2025. The Capital Raising will enable the Merged Group to advance its projects and assist it to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

The Tombador Shares issued under the Capital Raising will be fully paid and will rank equally with the existing Tombador Shares currently on issue.

As at the date of this announcement, the Capital Raising is not proposed to be underwritten.

The Tombador Shares will only be issued under the Capital Raising if:

(a) the Minimum Subscription to the Capital Raising being raised;
(b)
(c) ASX granting conditional approval for the Company to be re-admitted to the official list of the ASX (“Official List”) (and the Company being satisfied it can meet those conditions set by ASX); and
(d) the Agreement becoming unconditional.

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USE OF FUNDS

Existing cash and proceeds of the Capital Raising are intended to be applied as follows:

Use of funds	Minimum Subscription	Minimum Subscription	Maximum Subscription	Maximum Subscription
	A$	%	A$	%
Muntanga - Project development costs	5,016,871	25.9%	5,016,871	20.6%
Muntanga - Exploration activities	4,940,184	25.5%	9,440,184	38.7%
Lundazi Licence expenditure	2,300,613	11.9%	2,300,614	9.4%
Madaouela legal costs	920,245	4.8%	920,245	3.8%
Corporate and general administration	3,382,000	17.5%	3,382,000	13.9%
Working Capital	1,526,325	7.9%	1,693,825	7.0%
Transaction Costs	985,331	5.1%	1,017,831	4.2%
Broker fees	300,000	1.5%	600,000	2.5%
Total	19,371,571	100.0%	24,371,571	100.0%

Tombador’s total funds on completion of the Capital Raising:

Minimum Subscription	Minimum Subscription	Maximum Subscription	Maximum Subscription
(A$)	(%)	(A$)	(%)
9,549,109	49.3%	9,549,109	39.2%
4,822,462	24.9%	4,822,462	19.8%
5,000,000	25.8%	10,000,000	41.0%
19,371,571	100.0%	24,371,571	100.0%

Notes:

Tombador cash as at 30 June 2025 as per the Company’s Activity Report for June Quarter 2025.
Projected GoviEx cash position at completion of the Transaction.

LEAD MANAGER

As at the date of this announcement, the Company has not yet appointed a lead manager to the Capital Raising. The Company is currently in discussions with potential firms to be engaged as lead manager to the Capital Raising with a view to formalising an appointment shortly. The Company will announce the appoint of the lead manager in due course.

BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF COMPANY

At completion of the Transaction, it is anticipated that the Board of the Company will comprise:

GOVIND FRIEDLAND
Role	Proposed Non-Executive Chair (current director of GoviEx)
Qualifcations, experience and other material directorships	Govind Friedland is Founder and Executive Chairman of GoviEx Uranium Inc. and has more than 20 years of experience working internationally to fnance, explore and develop strategic energy minerals critical for combating global air pollution. His career experience has focused primarily on nickel, copper and uranium. Mr. Friedland has served as the Executive Chairman of GoviEx since October 2012 and previously served as its Chief Executive Oficer from June 2006 to October 2012. He also serves on the board of Lifezone Metals, which is a modern metals company creating value across the battery metals supply chain from resource to metals production and recycling. He holds a Bachelor's degree in Geology and Geological Engineering from Colorado School of Mines.

GOVIND FRIEDLAND

Role

Proposed Non-Executive Chair (current director of GoviEx)

Qualifcations,
experience
and
other
material directorships

Govind Friedland is Founder and Executive Chairman of GoviEx Uranium Inc. and has more than
20 years of experience working internationally to fnance, explore and develop strategic energy
minerals critical for combating global air pollution. His career experience has focused primarily
on nickel, copper and uranium. Mr. Friedland has served as the Executive Chairman of GoviEx
since October 2012 and previously served as its Chief Executive Oficer from June 2006 to
October 2012.
He also serves on the board of Lifezone Metals, which is a modern metals company creating
value across the battery metals supply chain from resource to metals production and recycling.
He holds a Bachelor's degree in Geology and Geological Engineering from Colorado School of
Mines.

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STEPHEN QUANTRILL
Role	Proposed Non-Executive Director (current Executive Director of Tombador)
Qualifcations, experience and other material directorships	Stephen Quantrill is a chartered engineer with over 25 years of international experience in multifaceted roles in business ownership, company Chairmanships and Directorships. His experience as a business leader, shareholder and advisor has encompassed energy and natural resource companies, investment, fnancial and engineering services, property, biotechnology and the private equity arena. Mr Quantrill is the former Executive Chairman of McRae Investments Pty Ltd, the diversifed investment holding company established by Harold Clough in 1965. He holds a Bachelor of Science (Civil Engineering), Bachelor of Commerce, and a Masters of Business Administration, all awarded with frst class honours. He is a Fellow of FINSIA, a Graduate Member of the Australian Institute of Company Directors and an Engineering Executive Member of Engineers Australia.

ERIC KRAFFT
Role	Proposed Non-Executive Director (current director of GoviEx)
Qualifcations, experience and other material directorships	Eric Kraft is a Swedish shipowner and industrial investor. He is chief executive and owner of Star Clippers, a sailing ship cruise line. Non-maritime investments are focused on mining and natural resources positioned to beneft from the trends of increased electrifcation, electric mobility and energy storage. As a consequence of investments in current cycle new uranium producers, he is also a substantial shareholder of GoviEx. Mr. Kraft is a Non-Executive Director and largest shareholder of a Canadian listed issuer, which is developing European projects focused on materials such as rare earth elements and graphite needed for the electrifcation of society. Until 2006, Mr. Kraft was the managing owner of Trafalgar Shipping/Dragon Maritime, a China based dry bulk shipping operation. Prior to this, he worked in corporate fnance for DVB Bank AG, a German specialist transportation fnance bank. Mr. Kraft worked mainly in Mergers & Acquisitions in London and Equity Capital Markets in New York. Mr. Kraft holds a Master of Science; Shipping, Trade & Finance, from City University London, UK.

Keith Bowes

Keith Bowes	Keith Bowes
Role	Proposed Non-Executive Director
Qualifcations, experience and other material directorships	Keith Bowes holds a BSc Chemical Engineering degree and is a graduate of the Australian Institute of Company Directors (AICD). He has ~30 years’ experience in metallurgy, mining operations, project development, corporate activities and board and governance functions. He has worked in Africa, South America and Australia, and with the mining majors Anglo American and BHP, before moving into the small caps / junior exploration space in 2013. Mr Bowes was the Managing Director at Lotus Resources for ~5 years during which time the company redefned the Kayelekera Uranium Project and acquired the Letlhakane Uranium project. Prior to this he was Project Director at Boss Energy during the redesign of the Honeymoon Uranium Project. Mr Bowes was also Executive Director at Matador Mining, who were developing the Cape Ray Gold Project in Canada, and was Non-Executive Director for Copper Strike. He is currently a Non-Executive Director Peninsula Energy who own the Lance Uranium Project in Wyoming, USA.

Keith Bowes

Role

Proposed Non-Executive Director

Qualifcations,
experience
and
other
material directorships

Keith Bowes holds a BSc Chemical Engineering degree and is a graduate of the Australian
Institute of Company Directors (AICD). He has ~30 years’ experience in metallurgy, mining
operations, project development, corporate activities and board and governance functions. He
has worked in Africa, South America and Australia, and with the mining majors Anglo American
and BHP, before moving into the small caps / junior exploration space in 2013.
Mr Bowes was the Managing Director at Lotus Resources for ~5 years during which time the
company redefned the Kayelekera Uranium Project and acquired the Letlhakane Uranium
project. Prior to this he was Project Director at Boss Energy during the redesign of the
Honeymoon Uranium Project. Mr Bowes was also Executive Director at Matador Mining, who
were developing the Cape Ray Gold Project in Canada, and was Non-Executive Director for
Copper Strike. He is currently a Non-Executive Director Peninsula Energy who own the Lance
Uranium Project in Wyoming, USA.

It is proposed that current Directors of the Company David Chapman, Anna Neuling and Keith Liddell shall resign at or prior to the completion of the Transaction.

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Current GoviEx directors Daniel Major, Christopher Wallace, Benoit La Salle, Salma Seetaroo and Allison Fedorkiw shall resign at or prior to the completion of the Transaction.

Furthermore, it is proposed that the key management of the Company upon re-listing on the ASX will comprise:

DANIEL MAJOR
Role	Proposed Chief Executive Ofer (current CEO of GoviEx)
Qualifcations, experience and other material directorships	Daniel Major is a mining engineer from the Camborne School of Mines in the UK. His career spans over 35 years in the mining industry where he has established a solid record of accomplishment initially with Rio Tinto at the Rossing Uranium Mine in Namibia and Amplats in South Africa, and later as a mining analyst with HSBC Plc and JP Morgan Chase & Co. in London. Mr. Major was Chief Executive and later Non-Executive Chairman of Basic Element Mining and Resource Division in Russia, and has held leadership positions at several Canadian listed mining companies with exploration and producing assets in Canada, Russia and South America. Daniel joined GoviEx in 2012, as a director and as CEO, and has been responsible for the transition of the company from explorer to developer.

DANIEL MAJOR

Role

Proposed Chief Executive Ofer (current CEO of GoviEx)

Qualifcations,
experience
and
other
material directorships

Daniel Major is a mining engineer from the Camborne School of Mines in the UK. His career
spans over 35 years in the mining industry where he has established a solid record of
accomplishment initially with Rio Tinto at the Rossing Uranium Mine in Namibia and Amplats in
South Africa, and later as a mining analyst with HSBC Plc and JP Morgan Chase & Co. in London.
Mr. Major was Chief Executive and later Non-Executive Chairman of Basic Element Mining and
Resource Division in Russia, and has held leadership positions at several Canadian listed
mining companies with exploration and producing assets in Canada, Russia and South
America. Daniel joined GoviEx in 2012, as a director and as CEO, and has been responsible for
the transition of the company from explorer to developer.

ABBY MACNISH NIVEN
Role	Proposed Company Secretary and CFO (current Company Secretary and CFO of Tombador)
Qualifcations, experience and other material directorships	Abby Macnish Niven has spent her career in a variety of investment roles within the private wealth management industry with groups such as TWD Australia, ANZ, UBS and Ord Minnett. Abby now consults to various companies, both listed and unlisted, in the areas of private wealth, governance, fnance and corporate structure. Amongst her consulting roles, Abby is CFO & company secretary for several ASX-listed and unlisted companies, is an investment committee chair and also serves as treasurer of Neuromuscular WA. Abby holds Bachelor of Commerce and Bachelor of Science degrees from UWA and is a chartered fnancial analyst.

ABBY MACNISH NIVEN

Role

Proposed Company Secretary and CFO (current Company Secretary and CFO of Tombador)

Qualifcations,
experience
and
other
material directorships

Abby Macnish Niven has spent her career in a variety of investment roles within the private
wealth management industry with groups such as TWD Australia, ANZ, UBS and Ord Minnett.
Abby now consults to various companies, both listed and unlisted, in the areas of private
wealth, governance, fnance and corporate structure. Amongst her consulting roles, Abby is
CFO & company secretary for several ASX-listed and unlisted companies, is an investment
committee chair and also serves as treasurer of Neuromuscular WA.
Abby holds Bachelor of Commerce and Bachelor of Science degrees from UWA and is a
chartered fnancial analyst.

GRANT DAVEY
Role	Strategic Adviser
Qualifcations, experience and other material directorships	Mr Davey is an entrepreneur with 30 years of senior management and operational experience in the development, construction and operation of precious metals, base metals, uranium and bulk commodities in multiple countries. More recently, he has been involved in venture capital investments in several exploration and mining projects and has been instrumental in the acquisition and development of the Panda Hill niobium project in Tanzania, the Cape Ray gold project in Newfoundland and the acquisition of the Kayelekera Uranium mine in Malawi from Paladin Energy Limited. He is also a Director of Frontier Energy Limited (ASX: FHE) and Earths Energy Limited (ASX: EE1) and is a member of the Australian Institute of Company Directors.

GRANT DAVEY

Role

Strategic Adviser

Qualifcations,
experience
and
other
material directorships

Mr Davey is an entrepreneur with 30 years of senior management and operational experience
in the development, construction and operation of precious metals, base metals, uranium and
bulk commodities in multiple countries. More recently, he has been involved in venture capital
investments in several exploration and mining projects and has been instrumental in the
acquisition and development of the Panda Hill niobium project in Tanzania, the Cape Ray gold
project in Newfoundland and the acquisition of the Kayelekera Uranium mine in Malawi from
Paladin Energy Limited.
He is also a Director of Frontier Energy Limited (ASX: FHE) and Earths Energy Limited (ASX: EE1)
and is a member of the Australian Institute of Company Directors.

BOARD OF DIRECTORS’ RECOMMENDATION

The Transaction is unanimously recommended by the board of directors of both Tombador and GoviEx. The Arrangement received a unanimous recommendation by GoviEx’s special committee of independent directors in accordance with the BCABC.

The board of directors of GoviEx has received a fairness opinion from Stifel Nicolaus Canada Inc. (“Stifel”) that based upon and subject to the assumptions, limitations, and qualifications stated, the Consideration Securities to be received by GoviEx Securityholders pursuant to the Arrangement is fair, from a financial perspective to GoviEx Securityholders. Full details of the Arrangement, including the fairness opinion from Stifel will be part of GoviEx Circular.

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The directors of Tombador holding 1.52% of Tombador Shares intend to vote all Tombador Shares held or controlled by them in favour of the Transaction. Tombador’s major shareholder, CIS (and its associates), representing 45.88% of Tombador Shares, has indicated that it will vote in favour of the Transaction .

The Company notes that, as a result of the Sell Down, CIS has agreed to sell 14,492,754 Tombador Shares to Matador Capital (or its nominee(s)) at A$0.138 per Tombador Share. Settlement of the Sell Down will occur concurrently with completion of the Capital Raising.

GoviEx’s major shareholders, directors and senior officers of GoviEx, representing, in the aggregate, approximately 27.6% of GoviEx Shares, have entered into voting support agreements with GoviEx, pursuant to which each of them has agreed to, among other things, vote in favour of the Transaction at the meeting of GoviEx Shareholders.

INDICATIVE TIMETABLE AND NEXT STEPS

The indicative timetable for the Transaction is as follows:

Event	Date
Dispatch Tombador Notice of Meeting	Early September, 2025
Lodge Tombador Prospectus with ASIC and ASX	Late September, 2025
Prospectus ofer opens	Early October, 2025
Tombador Meeting Proxy Cut-Of & Record Date for Tombador Meeting	Early October, 2025
Tombador shareholder meeting	Early October, 2025
Prospectus ofer closes	Mid October, 2025
Settlement date of ofer and the Sell Down	Late October, 2025
Completion of the Transaction	Early November, 2025
Despatch of holding statements for Tombador Shares	Early November, 2025
Expected date for Tombador Shares to be reinstated to trading on ASX	Early November, 2025

All dates are indicative only and subject to change, necessary approvals and court availability.

Tombador and GoviEx shareholders do not need to take any actions in relation to the Transaction at this stage.

ADVISERS

Yelverton Capital Pty Ltd (“Yelverton Capital”) and Matador Capital have been engaged to act as Corporate Advisors to the Transaction.

Subject to shareholder approval, Tombador has agreed to issue each of Yelverton Capital and Matador Capital (or their nominee(s)) 5.0 million Shares on completion of the Transaction (“Adviser Shares”).

Tombador has engaged Steinepreis Paganin as Australian legal adviser to the Transaction and Farris LLP as Canadian legal advisor in relation to the Arrangement. GoviEx has engaged Galanopoulos & Company as Canadian legal advisor and Hamilton Locke as Australian legal adviser in relation to the Transaction.

Stifel provided the GoviEx Board and Special Committee with a fairness opinion in respect of the Transaction with Norton Rose Fulbright Canada LLP acting as legal counsel to its Special Committee.

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EFFECT OF THE TRANSACTION

PRO FORMA CAPITAL STRUCTURE

The indicative capital structure of Tombador upon completion of the Transaction is set out below:

	Minimum Subscription	Minimum Subscription	Minimum Subscription	Maximum Subscription	Maximum Subscription	Maximum Subscription
	Shares	Options	Performance Rights	Shares	Options	Performance Rights
Current Tombador securities on issue	86,324,684	190,0001	100,0002	86,324,684	190,0001	100,0002
Securities issued to GoviEx security holders in consideration for their securities under the Transaction3	258,990,559	95,892,041	Nil	258,990,559	95,892,041	Nil
Maximum number of securities to be issued under Capital Raising4	17,857,143	Nil	Nil	35,714,285	Nil	Nil
Securities issued to advisers5	10,000,000	Nil				Nil
			Nil	10,000,000	Nil

Total securities on completion of Transaction	363,172,386	107,377,041	100,000	381,029,528	107,377,041	100,000

Notes:

Unlisted options exercisable at A$1.30 on or before 14 October 2025 (ASX: TI1AA).
Vested performance rights held by various employees expiring on 6 October 2025 (ASX: TI1AE). The performance rights were issued as approved by Shareholders at the annual general meeting held on 31 August 2020.
The issue of the Consideration Securities pursuant to the Arrangement will be subject to shareholder approval at the General Meeting.
Based on the Minimum Offer Price.
In consideration for their services, subject to shareholder approval, Tombador has agreed to issue Yelverton Capital and Matador Capital (or their nominee(s)) 5.0 million Adviser Shares each.

EFFECT OF THE TRANSACTION ON THE COMPANY’S ASSETS AND FINANCIAL POSITION

Completion of the Transaction will have a significant effect on the Company’s assets, liabilities and financial position. Following completion of the Transaction, the Merged Group’s assets will comprise the Muntanga Uranium Project and anticipated cash reserves of approximately A$19,371,571 (under the Minimum Subscription) and up to A$24,371,571 (under the Maximum Subscription), before costs.

The principal effects of the Transaction on the assets and liabilities of the Company are anticipated to be as follows, compared to the Company’s financial position as at 30 June 2025 (refer Proforma Statement of Financial Position):

a) total assets will increase by an amount of A$14,770,154 from A$11,732,285 (as at 30 June 2025) to A$26,502,439 under the Minimum Subscription and will increase by an amount of A$19,770,154 from A$11,732,285 (as at 30 June 2025) to A$31,502,439 under the Maximum Subscription; and
b) net assets (total equity) will increase by an amount of A$14,770,154, from A$11,606,667 (as at 30 June 2025) to A$26,376,821 under the minimum subscription and will increase by an amount of A$19,770,154, from A$11,606,667 (as at 30 June 2025) to A$31,376,821 under the maximum subscription.
c) Tombador’s Annual Report for the year ended 31 December 2024 and 31 December 2023, are available on the ASX announcements platform under the ticker code ASX: TI1, accessible through the following link: www.asx.com.au/markets/company/TI1.

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available reviewed accounts of Tombador as at 30 June 2025 and the projected cash balance of GoviEx at the completion of the Transaction is set out in Schedule 1.

Financial statements of GoviEx will also be provided within the notice of meeting to Shareholders for the approval of the Transaction.

EFFECT OF CONTROL ON THE COMPANY

No person (alone or together with their associates) will acquire control of, or voting power of 20% or more, in Tombador as a result of the Transaction.

REGULATORY REQUIREMENTS

GENERAL MEETING

A notice of meeting seeking shareholder approval for the resolutions required to give effect to the Transaction will be sent to the Tombador Shareholders in due course. It is expected that Tombador will convene the general meeting of shareholders in October 2025 to facilitate shareholder approval for matters in respect of the Transaction (“General Meeting”)

The approvals to be sought at the General Meeting will include approval of the following matters in accordance with requirements of the Listing Rules and Corporations Act:

a) the Company’s operations, for which shareholder approval is required under Listing Rule 11.1.2;
b) the issue of the Consideration Shares to the GoviEx Shareholders for the purposes Listing Rule 7.1;
c) the issue of the Consideration Options to the holders of GoviEx Options and GoviEx Warrants (as applicable) for the purposes of Listing Rule 7.1;
d) the issue of the Consideration Securities to Mr Govind Friedland, and Mr Eric Krafft for the purposes Listing Rule 10.11;
e) the issue of up to that number of Tombador Shares under the Capital Raising, which, when multiplied by the issue price, will raise up to A$10,000,000 ;
f) the election of Mr Govind Friedland, Mr Keith Bowes and Mr Eric Krafft as directors of the Company, subject to completion of the Transaction;
g) the issue of Adviser Shares to Yelverton Capital and Matador Capital for the purposes of Listing Rule 7.1,

(together, the “Essential Resolutions”).

In addition, Tombador anticipates seeking shareholder approval for various other resolutions non-essential resolutions including:

(a) related party participation in the Capital Raising for the purposes of Listing Rule 10.11;
(b) the change of the Company name to ‘Atomic Eagle’;
(c) the issue up to maximum of 19,051,476 (being 5% of the total number of shares on issue at Completion) securities under Tombador’s Employee Incentive Securities Plan.

SUSPENSION OF TRADING IN THE COMPANY’S SECURITIES ON ASX

Tombador anticipates that in accordance with the requirements of ASX and the Listing Rules trading in Shares quoted on ASX will remain suspended until completion of the Transaction, re-compliance by the Company with Chapters 1 and 2 of the Listing Rules and compliance with any further conditions ASX imposes on such reinstatement.

APPROPRIATE ENQUIRIES

Tombador has undertaken appropriate enquiries into the prospects of exploration and development programs and is satisfied that the Transaction is in the interests of Tombador and its security holders. Tombador has also undertaken

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prospects of GoviEx for the board of Tombador to be satisfied that the Transaction is in the best interests of Tombador and its security holders. Further information will be outlined in the notice of meeting for the General Meeting and Prospectus.

ASX WAIVERS AND CONFIRMATIONS

connection with the Transaction. At the time of this announcement, ASX is yet to formally make a decision on these matters The Agreement recognises ASX may apply certain mandatory escrow periods on certain securities of Tombador.

for a listed entity before it can be re-admitted to the Official List. Under Listing Rule 1.19, re-admission to the Official List is in ASX’s absolute discretion and ASX may refuse re-admission without giving any reasons.

ISSUES IN THE PREVIOUS SIX MONTHS

Tombador has not issued any securities in the past.

underwritten.

REGULATORY STATEMENTS

The Company notes that:

(a) the Transaction requires various shareholder approvals under the Listing Rule, the Corporations Act and the BCBCA therefore may not proceed if those approvals are not forthcoming;
(b) Tombador is required to re-comply with ASX’s requirements for admission and quotation and therefore the Transaction may not proceed if those requirements are not met;
(c) ASX has an absolute discretion in deciding whether to re-admit Tombador to the official list and to quote its securities and therefore the Transaction may not proceed if ASX exercises that discretion; and
(d) investors should take account of these uncertainties in deciding whether or not to buy or sell Tombador’s securities.

Furthermore, the Company:

(a) notes that ASX takes no responsibility for the contents of this announcement;
(b)
(c) included in this announcement.

KEY RISK FACTORS

Shareholders should be aware that if the Transaction proceeds, Tombador will be changing the nature and scale of its activities. Based on the information available, a non-exhaustive list of the key risk factors affecting Tombador (being the Merged Group on completion of the Transaction) are as follows:

Completion risk

Pursuant to the Agreement, the Company has agreed to acquire 100% of the issued
capital of GoviEx via plan of arrangement, subject to the satisfaction (or waiver) of
certain conditions precedent. If any of the conditions precedent are not satisfed (or
waived), or any of the counterparties do not comply with their obligations under the
Agreement, completion of the Arrangement may not occur. Failure to complete
completion of the Arrangement would mean the Company may not be able to meet
the requirements for re-quotation of the Tombador Shares, and the Tombador
Shares may remain suspended from quotation, until such time as the Company
does re-comply with Chapters 1 and 2 of the Listing Rules.

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	In addition, if completion of the Transaction is not completed, the Company will incur costs relating to services provided by advisers and other costs associated with the Transaction without any material beneft being achieved. The Board has no reason to believe that GoviEx would fail to comply with its respective obligations under the Agreement, including completion of the Arrangement. Notwithstanding the above, there remains a risk that Completion may not occur.
Re-quotation of shares on ASX	As the Transaction constitutes a signifcant change in the nature and scale or Tombador’s activities, Tombador will need to re-comply with Chapters 1 and 2 of the Listing Rules as if it were seeking admission to the Oficial List of ASX. There is a risk that Tombador may not be able to meet the requirements for re-quotation on ASX. Should this occur, Tombador Shares will likely remain in suspension and not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Tombador Shares should Tombador be suspended until such time as it does re-comply with the Listing Rules. Shareholders will be aware that the Tombador Shares have been suspended from quotation since 11 October 2023. If the Transaction does not proceed, the Tombador Shares will remain suspended from quotation and the Company may be removed from the Oficial List on 11 October 2025 (Deadline) given that, at that time, the Company’s Shares will have been suspended from quotation for a continuous period of 2 years. The Company intends to request a short extension from ASX to the Deadline. The Company notes that the ASX, in its sole and absolute discretion, will decide whether such extension of time in granted and for the period of time for which the extension is to be granted. The Company cannot guarantee the outcome of the application for the extension of time with the ASX. If ASX do not grant an extension to the Deadline the Company may be removed from the Oficial List.
Dilution risk	Existing Tombador shareholders will be diluted as a result of the Transaction. Tombador currently has 86,324,684 Shares on issue. Under the terms of the Transaction, Tombador is proposing to issue: • 258,990,559 Consideration Shares to GoviEx Shareholders; • 95,892,041 Consideration Options to holders of GoviEx Options and GoviEx Warrants (as applicable); • up to 35,714,285 Tombador Shares under the Capital Raising (based on the Minimum Ofer Price); • 10,000,000 Adviser Shares to Yelverton Capital and Matador Capital. The Consideration Options, if and when exercised or converted to Shares, will also have dilutionary efects on the holdings of existing shareholders and investors. Following completion of the Transaction and assuming the issue of a maximum 35,714,285 Tombador Shares under the Capital Raising (based on the Minimum Ofer Price): • existing Tombador shareholders will retain 22.08% of Tombador’s issued share capital (assuming existing shareholders do not acquire shares under the Capital Raising); • GoviEx Shareholders will hold 66.23% of Tombador’s issued share capital (assuming such shareholders do not acquire shares under the Capital Raising); and • investors under the Capital Raising and the Company’s advisers will hold 11.69% of Tombador’s issued share capital.
Trading in Shares may not be liquid	There is currently no public market for the Tombador Shares, as the Tombador Shares have been suspended from trading since 11 October 2023. There can be no assurance that an active market for the Shares will develop or continue following the Company’s re-admission to the Oficial List.

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	An illiquid market for the Tombador Shares could increase the volatility of the price of the Tombador Shares and have an adverse impact on the share price. Following the end of any mandatory escrow periods, a signifcant number of Shares will become tradable on ASX. This may result in an increase in the number of Shares being ofered for sale on market (or cause market perception that such a sale might occur) which may in turn put downward pressure on the Merged Group’s share price.
Additional capital requirements	The Merged Group has no operating revenue and is unlikely to generate any operating revenue unless and until the Muntanga Uranium Project is successfully explored, evaluated, developed and production commences. As an exploration and development entity, the Merged Group does not operate on a cashfow positive basis and is reliant on raising funds from investors in order to continue to fund its operations and execute its exploration and development strategy. Existing cash reserves together with the funds to be raised under the Capital Raising are considered suficient to meet the immediate objectives of the Merged Group. However, the Merged Group’s capital requirements depend on numerous factors and the Merged Group will require additional debt or equity fnancing in the future to maintain or grow its business in addition to funds raised under the Capital Raising. Specifcally, should the Merged Group consider that exploration results support commencement of production on the Muntanga Uranium Project, additional capital will be required to progress the Merged Group’s development plans and commence mining. There can be no assurance that the Merged Group will be able to secure additional capital from debt or equity fnancing on favourable terms or at all. The Merged Group may also seek to raise funds through earn-in and joint ventures, production sharing arrangements or other means. If the Merged Group is unable to raise additional capital if and when required, this could delay, suspend or reduce the scope of the Merged Group’s business operations (including scaling back exploration and development programs) and could have a material adverse efect on the Merged Group’s operating and fnancial performance. Any additional equity fnancing may result in dilution for some or all Shareholders, and debt fnancing, if available, may involve restrictive covenants which limit operations and business strategy.
Sovereign risk	Tombador’s key assets will be located in of the Republic of Zambia and will have operations Niger. Tombador will be subject to risks of operating in those jurisdictions. The Merged Group’s operations in Niger and the Republic of Zambia are exposed to various levels of political, economic and other risks and uncertainties and any changes in the political or economic climate in Niger and the Republic of Zambia or neighbouring countries may adversely afect the Merged Group’s exploration activities and operations. These risks and uncertainties vary from time to time and include without limitation: labour disputes, invalidation of governmental orders and permits, uncertain political and economic environments, nationalistic agendas, potential for bribery and corruption, high risk of infation, currency devaluation, high interest rates, war (including in neighbouring states), military repression, civil disturbances and terrorist actions, arbitrary changes in laws or policies, consents, rejections or waivers granted, corruption, arbitrary foreign taxation, delays in obtaining or the inability to obtain necessary governmental permits, opposition to mining from environ-mental or other non-governmental organisations, limitations on foreign ownership, dificulty obtaining key equipment and components for equipment, inadequate infrastructure. Changes to government laws and regulations may bring additional sovereign risk which include, without limitation, changes in the terms of mining legislation includingrenewal and continuityof tenure ofpermits,transfer of ownershipof

An illiquid market for the Tombador Shares could increase the volatility of the price
of the Tombador Shares and have an adverse impact on the share price.
Following the end of any mandatory escrow periods, a signifcant number of Shares
will become tradable on ASX. This may result in an increase in the number of Shares
being ofered for sale on market (or cause market perception that such a sale might
occur) which may in turn put downward pressure on the Merged Group’s share
price.

Additional
capital
requirements

The Merged Group has no operating revenue and is unlikely to generate any
operating revenue unless and until the Muntanga Uranium Project is successfully
explored, evaluated, developed and production commences. As an exploration and
development entity, the Merged Group does not operate on a cashfow positive
basis and is reliant on raising funds from investors in order to continue to fund its
operations and execute its exploration and development strategy.
Existing cash reserves together with the funds to be raised under the Capital Raising
are considered suficient to meet the immediate objectives of the Merged Group.
However, the Merged Group’s capital requirements depend on numerous factors
and the Merged Group will require additional debt or equity fnancing in the future to
maintain or grow its business in addition to funds raised under the Capital Raising.
Specifcally, should the Merged Group consider that exploration results support
commencement of production on the Muntanga Uranium Project, additional capital
will be required to progress the Merged Group’s development plans and commence
mining.
There can be no assurance that the Merged Group will be able to secure additional
capital from debt or equity fnancing on favourable terms or at all. The Merged Group
may also seek to raise funds through earn-in and joint ventures, production sharing
arrangements or other means.
If the Merged Group is unable to raise additional capital if and when required, this
could delay, suspend or reduce the scope of the Merged Group’s business
operations (including scaling back exploration and development programs) and
could have a material adverse efect on the Merged Group’s operating and fnancial
performance.
Any additional equity fnancing may result in dilution for some or all Shareholders,
and debt fnancing, if available, may involve restrictive covenants which limit
operations and business strategy.

Sovereign risk

Tombador’s key assets will be located in of the Republic of Zambia and will have
operations Niger. Tombador will be subject to risks of operating in those
jurisdictions.
The Merged Group’s operations in Niger and the Republic of Zambia are exposed to
various levels of political, economic and other risks and uncertainties and any
changes in the political or economic climate in Niger and the Republic of Zambia or
neighbouring countries may adversely afect the Merged Group’s exploration
activities and operations.
These risks and uncertainties vary from time to time and include without limitation:
labour disputes, invalidation of governmental orders and permits, uncertain
political and economic environments, nationalistic agendas, potential for bribery
and corruption, high risk of infation, currency devaluation, high interest rates, war
(including in neighbouring states), military repression, civil disturbances and
terrorist actions, arbitrary changes in laws or policies, consents, rejections or
waivers granted, corruption, arbitrary foreign taxation, delays in obtaining or the
inability to obtain necessary governmental permits, opposition to mining from
environ-mental or other non-governmental organisations, limitations on foreign
ownership, dificulty obtaining key equipment and components for equipment,
inadequate infrastructure.
Changes to government laws and regulations may bring additional sovereign risk
which include, without limitation, changes in the terms of mining legislation
includingrenewal and continuityof tenure ofpermits,transfer of ownershipof

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	acquired permits to the Merged Group, changes to royalty arrangements, changes to taxation rates and concessions, restrictions on foreign ownership and foreign exchange, changing political conditions, changing mining and investment policies and changes in the ability to enforce legal rights. Additionally, any unforeseen changes to the mining laws, regulations, standards and practices could signifcantly afect the exploration at the Muntanga Uranium Project and the Merged Group’s ability to execute its business plans. These risks may limit or disrupt the Merged Group’s operations and exploration activities, restrict the movement of funds or result in the deprivation of contractual rights or the taking of property by nationalisation or expropriation without fair compensation, all of which may have a material adverse efect on the Merged Group’s operations. No assurance can be given regarding the future stability of Africa or any other country in which the Merged Group may, in the future, have an interest.
Political regulatory risk	Any changes in government policy may result in changes to laws afecting ownership of assets, mining policy, monetary policy, taxation, exchange rates, environmental regulations, labour relations and return of capital. Any such change may afect Tombador's ability to undertake exploration and development activity at the projects.
Exploration and development	Mineral exploration and development, by its nature, is a speculative and high risk undertaking that may be impeded by circumstances beyond the control of Tombador. Tombador is subject to customary risks associated with a mining entity, such as volatility of commodity prices and exchange rates, exploration and development costs. Possible future development of a mining operation at the Muntanga Uranium Project is dependent on a number of factors including, but not limited to, the conversion of the Mineral Resource to an Ore Reserve, favourable geological conditions, favourable mineralogical conditions with economic mass recoveries, receiving the necessary approvals, leases, licences and permits from all relevant authorities and parties, seasonal weather patterns, minimal technical and operational dificulties encountered in extraction and production activities, minimal mechanical failure of operating plant and equipment, minimal shortages or increases in the price of consumables, commodities, spare parts and plant and equipment, avoiding cost overruns, access to the required level of funding and contracting risk from third parties providing essential services. If the Merged Group commences production on the Muntanga Uranium Project, its operations may be disrupted by a variety of risks and hazards which are beyond the control of the Merged Group. No assurance can be given that the Merged Group will achieve commercial viability through the development of the Muntanga Uranium Project. The risks associated with the development of a mine will be considered in full should the Muntanga Uranium Project reach that stage and will be managed with ongoing consideration of stakeholder interests.
Mineral resource estimation risk	The calculation and interpretation of resource estimates are by their nature expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter signifcantly through additional feldwork or when new information or techniques become available. This may result in alterations to development and mining plans, which may in turn adversely afect Tombador’s operations. As set out in this announcement, a Mineral Resource estimate has been reported on the area of the Muntanga Uranium Project. While the Merged Group intends to undertake additional exploration and development works with the aim of improving confdence in the Mineral Resource estimate, expanding the resources, converting the Mineral Resource estimate to an Ore Reserve and assessing potential development options, no assurance can be provided that ore can be economically extracted or that additional resources will be identifed.

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Mineral resource and ore reserve estimates are expressions of judgment based on analysis of drilling results, past experience with tenements, knowledge, experience, industry practice and many other factors and by their nature resource and reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Estimates which are valid when initially calculated may change significantly when new information or techniques become available. In addition, reserve and resource estimation is an interpretive process based on available data and interpretations and accordingly, estimations may prove to be inaccurate. As further information becomes available through additional fieldwork, drilling and analysis, the estimates are likely to change.

The actual quality and characteristics of ore deposits cannot be known until mining takes place and may differ from the assumptions used to develop resources. Further, Ore Reserves are valued based on future costs and future prices and, consequently, the actual Mineral Resources and Ore Reserves may differ from those estimated, which may result in either a positive or negative effect on operations. Uranium mining risks The Company considers that the Muntanga Uranium Project has the potential to host uranium mineralisation. The Director's expect that the price of the Merged Group’s securities is likely to be highly sensitive to fluctuations in the price of uranium. Historically, the fluctuations in these prices have been, and are expected to continue to be, affected by numerous factors beyond the Merged Group’s control. Such factors include, among others: demand for nuclear power; political and economic conditions in uranium producing and consuming countries; public and political response to a nuclear accident; improvements in nuclear reactor efficiencies; sales of excess inventories by governments and industry participants; and production levels and production costs in key uranium producing countries.

		demand for nuclear power; political and economic conditions in uranium producing and consuming countries; public and political response to a nuclear accident; improvements in nuclear reactor eficiencies; sales of excess inventories by governments and industry participants; and production levels and production costs in key uranium producing countries.
		In addition, nuclear energy competes with other sources of energy like oil, natural
		gas, coal and hydro-electricity. These sources are somewhat interchangeable with
		nuclear energy, particularly over the longer term. If lower prices of oil, natural gas,
		coal and hydro-electricity are sustained over time, it may result in lower demand for
		uranium concentrates and uranium conversion services, which, among other
		things, could lead to lower uranium prices. Growth of the uranium and nuclear
		power industry will also depend on continuing and growing public support for
		nuclear technology to generate electricity. Unique political, technological and
		environmental factors afect the nuclear industry, exposing it to the risk of public opinion, which could have a negative efect on the demand for nuclear power and
		increase the regulation of the nuclear power industry. An accident at a nuclear
		reactor anywhere in the world could afect acceptance of nuclear energy and the
		future prospects for nuclear generation.
		All of the above factors could have a material and adverse efect on the Merged Group ability to obtain the required fnancing in the future or to obtain such fnancing on terms acceptable to the Merged Group, resulting in material and adverse efects on its exploration and development programs, cash fow and fnancial condition.
Uranium	mining	Generally exploration for uranium, and the development and operation of uranium
regulations		mines, are subject to more stringent and rigorous approvals than for many other
		types of mining. Uranium mining and exploration in Africa is subject to complex
		government legislation and regulations. These regulate a wide range of uranium
		mining and exploration activities, including but not limited to exploration,
		prospecting, development, transportation, exporting, royalties and the discharge of
		hazardous waste and materials. The cost of compliance of such regulations
		ultimately increases the cost of exploration, development and operation of uranium
		mines and closing of uranium mines. There can be no guarantee that government
		policy towards uranium mining will remain the same in the future.
Environment		Tombador is subject to several laws and regulations to minimise the environmental
		impact of its operations and rehabilitation of any areas afected by its operations.
		Changes to environmental laws may result in revocation of licences, cessation or
		reduction of Tombador’s operations or materiallyincrease exploration,

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	development or production costs. Penalties for failure to adhere to requirements or, in the event of environmental damage, remediation costs can be substantive.
Climate change	Tombador is exposed to both transition risks and physical risks associated with climate change. This includes the emergence of new or expanded regulations associated with transitioning to a lower-carbon economy. Tombador may be impacted by changes to local or international compliance regulations related to climate change mitigation eforts, or by specifc taxation or penalties for carbon emissions or environmental damage. These examples sit among an array of possible restraints on industry that may further impact Tombador and make it challenging to commercialise any resources it discovers. While Tombador will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that Tombador will not be impacted by these occurrences. Climate change may also cause certain physical and environmental risks that cannot be predicted by Tombador, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. The transition and physical risks associated with climate change (including also regulatory responses to such issues and associated costs) may signifcantly alter the industry in which Tombador operates and its operating and fnancial performance.
Infectious diseases	Outbreaks of infectious diseases (such as COVID-19) may lead to interruptions in operations, exploration and development activities, inability to source supplies or consumables and higher volatility in the global capital markets, commodity prices or foreign exchange, which may materially and adversely afect Tombador’s business, fnancial condition and results of operations. Additionally, such outbreaks can cause travel restrictions and prolonged closures of facilities or other workplaces which may have a material adverse efect on Tombador and the global economy more generally. Any material change in Tombador’s operating conditions, the fnancial markets or the economy as a result of these events may materially and adversely afect Tombador’s business, fnancial condition and results of operations.
Operational risk and insurance	Adverse weather conditions, unforeseen increases in establishment costs, accidents, industrial disputes, technical issues or encountering unusual geological formations or other unforeseen events could increase operational costs and signifcantly disrupt Tombador’s operations, possibly restricting Tombador’s ability to advance its exploration programs. Tombador will mitigate this risk by, among other things, taking out appropriate insurance in line with industry practice.
Counterparty exposure and joint ventures	If one of Tombador’s counterparties or joint venture partners fails to adequately perform contractual obligations, this may result in loss of earnings, termination of particular contracts, disputes and/or litigation, which may adversely afect Tombador’s fnancial performance and business operations.
Specialised skill and knowledge	The nature of Tombador’s business requires specialised skills and knowledge, including in the areas of geology, metallurgical processing, community and governmental relations and environmental compliance. Tombador also relies on staf members, local contractors and consultants with specialised knowledge of logistics and operations in the countries in which it operates. In order to attract and retain personnel with the specialised skills and knowledge required for Tombador’s operations, Tombador maintains remuneration and compensation packages it believes to be competitive. Tombador and other companies in the mining and resources industry compete for qualifed and key personnel, and if Tombador is unable to attract and retain qualifed personnel or fail to establish adequate succession planning strategies, its fnancial condition and/or results or operations could be materially adversely afected.
General market risks	Tombador is exposed to general market and economic condition risks including adverse changes in levels of economic activity, exchange rates, interest rates, commodity price volatility, government policies, employment rates and industrial disruption.

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Title to the tenements

GoviEx and its subsidiaries are the registered holders of the tenements forming the Muntanga Uranium Project. The Merged Group’s exploration and development activities (including the Muntanga Uranium Project) are dependent upon the grant, the maintenance and renewal of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintenance, renewal and granting of these mineral rights depend on the Company being successful in obtaining required statutory approvals and complying with regulatory processes. A failure to obtain these statutory approvals or comply with these regulatory processes may adversely affect the Company’s title to the mineral rights, may prevent or impede the grant, acquisition or advancement of, or the conduct of activities within, mineral rights and may have a material adverse effect on the business, results of operations, financial condition and prospects of the Company.

Further, there is no guarantee or assurance that the licences, concessions, leases, permits or consents will be renewed or extended as and when required or that new conditions will not be imposed in connection with the Company’s mineral rights. The renewal or grant of the terms of each licence is usually at the discretion of the relevant government authority. To the extent such approvals, consents or renewals are not obtained, the Company may be curtailed or prohibited from continuing with its exploration and development activities or proceeding with any future development, which may have a material adverse effect on the business, results of operations, financial condition and prospects of the Company.

For and on behalf of the Board

ENDS.

Abby Macnish Niven | CFO and Company Secretary

For Further Information: Stephen Quantrill Abby Macnish Niven Executive Director CFO & Company Secretary [email protected] [email protected] +61 417 171 421

Competent Person Statement

The information in this announcement that relates to exploration results, exploration targets and mineral resources is based on and fairly represents information compiled by Mr Jerome Randabel, who is a Member of The Australasian Institute of Geoscientists. Mr Randabel is a geologist with 30 years of experience in mineral exploration and mining, with the last 24 years having worked in sediment hosted uranium deposits in Australia and Africa. He is a fulltime employee of GoviEx Uranium Inc. Mr Randabel has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration results, Mineral Resources and Ore Reserves’. Mr Randabel consents to the inclusion in this announcement of the matters based on their information in the form and context in which it appears.

Important Notices & Disclaimers

Forward Looking Statements

This announcement contains certain “forward looking statements” within the meaning of Australian securities laws and “forward looking information” within the meaning of Canadian securities laws (collectively referred to as “forward looking statements”). All statements, other than statements of historical fact, that address circumstances, events, activities or developments that could, or may or will occur are forward looking statements. Forward looking

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contingencies including those risk factors associated with the mining industry, many of which are outside the control of, change without notice, and may be unknown to Tombador or GoviEx. These risks and uncertainties include but are not limited to liabilities inherent in mine development and production, geological, mining and processing technical problems, the inability to obtain any additional mine licences, permits and other regulatory approvals required in connection with mining and third party processing operations, competition for amongst other things, capital, acquisition of reserves, undeveloped lands and skilled personnel, incorrect assessments of the value of acquisitions, changes in commodity prices and exchange rates, currency and interest fluctuations, various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions, the demand for and availability of transportation services, the ability to secure adequate financing and management’s ability to anticipate and manage the foregoing factors and risks.

Forward looking statements in this announcement include, but are not limited to, statements regarding: the expected timetable, outcome and effects of the Transaction; the anticipated benefits of the Transaction to Tombador’s and GoviEx’s shareholders; the prospects and outcomes of Tombador’s and GoviEx’s assets; the ability of Tombador and GoviEx to complete the Transaction on the terms described herein or at all; the plans and strategies of Tombador or GoviEx; the future performance of Tombador or GoviEx; the ability to obtain the requisite regulatory, stock exchange, court and shareholder approvals for the Transaction; and statements about market and industry trends, which are based on interpretation of market conditions. Forward looking statements can generally be identified by the use of forward looking words such as “anticipate”, “expect”, “likely”, “propose”, “will”, “intend”, “should”, “could”, “may”, “believe”, “forecast”, “estimate”, “target”, “outlook”, “guidance” (including negative or grammatical variations) and other similar expressions. No representation, warranty, guarantee or assurance, express or implied, is given or made in relation to any forward looking statement. In particular no representation, warranty or assumption, express or implied, is given in relation to any underlying assumption or that any forward looking statement will be achieved. There can be no assurance that the forward looking statements will prove to be accurate. Actual and future events may vary materially from the forward looking statements and the assumptions on which the forward looking statements were based, because events and actual circumstances frequently do not occur as forecast and future results are subject to known and unknown risks such as changes in market conditions and regulations.

Given these uncertainties, readers are cautioned not to place undue reliance on such forward looking statements, and should rely on their own independent enquiries, investigations and advice regarding information contained in this announcement. Any reliance by a reader on the information contained in this announcement is wholly at the reader’s own risk.

To the maximum extent permitted by law or any relevant listing rules of the ASX/TSX-V, Tombador and GoviEx and their respective related bodies corporate and affiliates and their respective directors, officers, employees, advisors, agents and intermediaries disclaim any obligation or undertaking to disseminate any updates or revisions to the information in this announcement to reflect any change in expectations in relation to any forward looking statements or any such change in events, conditions or circumstances on which any such statements were based. Nothing in this announcement will, under any circumstances (including by reason of this announcement remaining available and not being superseded or replaced by any other announcement or publication with respect to Tombador, GoviEx or the subject matter of this announcement), create an implication that there has been no change in the affairs of Tombador or GoviEx since the date of this announcement.

Limitation on Information Regarding Tombador and GoviEx

All information in this announcement in relation to GoviEx – including in relation to the estimates of Mineral Resources, Ore Reserves and other technical and financial information – has been sourced from, prepared for, or provided by GoviEx and its related bodies corporate. Whilst Tombador has undertaken due diligence in order to seek to verify the accuracy of this information, no representation or warranty, expressed or implied, is made as to the fairness, accuracy, correctness, completeness or adequacy of any such information relating to GoviEx.

information – has been sourced from, prepared for, or provided by Tombador and its related bodies corporate. Whilst GoviEx has undertaken due diligence in order to seek to verify the accuracy of this information, no representation or warranty, expressed or implied, is made as to the fairness, accuracy, correctness, completeness or adequacy of any such information relating to Tombador.

Not Investment Advice

Tombador or GoviEx and has been prepared without taking into account the objectives, financial situation or needs of

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individuals. Each recipient of this announcement should make its own enquiries and investigations regarding all information in this announcement, including, but not limited to, the assumption, uncertainty and contingencies which may affect future operations of Tombador and/or GoviEx and the impact that different future outcomes may have on Tombador and/or GoviEx. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

Unless otherwise stated, all dollar values in this Announcement are reported in Australian dollars.

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Schedule 1 – Indicative Pro forma Statement of Financial Position (A$)

The tables below set out the indicative Pro Forma Historical Consolidated Statement of Financial Position of Tombador based on the publicly available financial positions of Tombador as at 30 June 2025 and projected GoviEx cash position at completion of the Transaction. The Pro Forma Historical Consolidated Statement of Financial Position is provided for illustrative purposes only and is not represented as being necessarily indicative of Tombador’s view of its future financial position.

$0.6674.

Proforma Merged Group Financial Position assuming the Minimum Subscription is raised under the Capital Raising

Balance Sheet	GoviEx Capital Raise Adjusted
	30-Jun-25 Uranium Proceeds 30-Jun-25
	$ $ $ $
Current Assets
Cash and cash equivalents	9,549,109 4,822,462 5,000,000 19,371,571
Trade and other receivables	2,119,997 16,923 - 2,136,920
Other assets	56,303 12,308 - 68,611
Total Current Assets	11,725,409 4,851,692 5,000,000 21,577,101

Non-Current Assets
Mineral Properties	- 4,473,846 - 4,473,846
Property,plant and equipment	6,876 444,615 - 451,491
Total Non-Current Assets	6,876 4,918,462 - 4,925,338
Total Assets	11,732,285 9,770,154 5,000,000 26,502,439

Current Liabilities
Trade and otherpayables	125,618 - - 125,618
Total Current Liabilities	125,618 - - 125,618

Total Liabilities	125,618 - - 125,618
Net Assets	11,606,667 9,770,154 5,000,000 26,376,821

Equity
Share Capital	36,471,867 471,585,538 5,000,000 513,057,405
Reserves	1,541,974 37,618,462 - 39,160,436
Accumulated losses	(26,407,174) (499,433,846) - (525,841,020)
Total Equity	11,606,667 9,770,154 5,000,000 26,376,821

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Proforma Merged Group Financial Position assuming the Maximum Subscription is raised under the Capital Raising

Balance Sheet	GoviEx Capital Raise Adjusted
	30-Jun-25 Uranium Proceeds 30-Jun-25
	$ $ $ $
Current Assets
Cash and cash equivalents	9,549,109 4,822,462 10,000,000 24,371,571
Trade and other receivables	2,119,997 16,923 - 2,136,920
Other assets	56,303 12,308 - 68,611
Total Current Assets	11,725,409 4,851,692 10,000,000 26,577,101

Non-Current Assets
Mineral Properties	- 4,473,846 - 4,473,846
Property,plant and equipment	6,876 444,615 - 451,491
Total Non-Current Assets	6,876 4,918,462 - 4,925,338
Total Assets	11,732,285 9,770,154 10,000,000 31,502,439

Current Liabilities
Trade and otherpayables	125,618 - - 125,618
Total Current Liabilities	125,618 - - 125,618

Total Liabilities	125,618 - - 125,618
Net Assets	11,606,667 9,770,154 10,000,000 31,376,821

Equity
Share Capital	36,471,867 471,585,538 10,000,000 518,057,405
Reserves	1,541,974 37,618,462 - 39,160,436
Accumulated losses	(26,407,174) (499,433,846) - (525,841,020)
Total Equity	11,606,667 9,770,154 10,000,000 31,376,821

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connection with the Transaction. As at the date of this announcement, ASX is yet to provide its in-principle advice on these matters and Tombador notes that ASX has full discretion to require compliance with any applicable escrow restrictions or conditionality in connection with Tombador’s proposed re-admission to ASX. Tombador proposes to update the market in respect of the ASX waivers and confirmations alongside finalisation of its Notice of Meeting in connection with the Transaction shareholder approvals.

3, 4, 6, 7, 8 and 9 of Appendix 9B will not apply to the Consideration Securities issued to GoviEx Securityholders on completion of the Transaction;
Listing Rule 1.1 condition 11 does not apply in relation to the acquisition of GoviEx pursuant to the Transaction, or, alternatively, that ASX will grant a waiver from Listing Rule 1.1 conditions 10 and/or 11 and Listing Rule 9.1.

Schedule 3 – Material Information Summary

Pursuant to ASX Listing Rule 5.8.1, the following summary of information has been provided as material to understanding the MRE.

Geology and Geological Interpretation

Geologically, the Muntanga uranium mineralisation is situated within the Karoo Supergroup, which comprises thick, carboniferous to late Triassic age, terrestrial sedimentary strata and is widespread across much of what is now southern Africa. The Karoo Supergroup in the Project area consists of three formations within the Lower Karoo; the Siankondobo Sandstone Formation, overlain by the Gwembe Coal Formation, which itself is overlain by the Madumabisa Mudstone Formation. The Madumabisa Formation is unconformably overlain by the Upper Karoo which consists of four formations; the Escarpment Grit is overlain by the Interbedded Sandstone and Mudstone Formation, followed by Red Sandstone which is finally capped by the Jurassic Bakota Basalt Formation.

In the region, known uranium mineralisation typically occurs within the Upper Karoo. At the Project, all the known uranium mineralisation occurs within the Escarpment Grit. Uranium mineralisation appears to have been introduced after sedimentation (epigenetic) and occurs as fillings into pore spaces, fractures, joints, coatings on sand grains and occasionally along steeply dipping cross beds.

The mineralised zones are offset and impacted by various faults and fractures, but the mineralisation itself does not appear to have any significant structural controls. At Muntanga, Dibbwi and Dibbwi East, northeast-trending faults likely controlled deposition of the Escarpment Grit “Braided Facies”, and fault-related folds may control blind mineralisation in the Dibbwi and Dibbwi East area.

The source of the uranium is believed to be the surrounding proterozoic gneisses and plutonic basement rocks. Having been weathered from these rocks, the uranium was dissolved, transported in solution and precipitated under reducing conditions in siltstones and sandstones

Drilling Techniques

OmegaCorp's 2006 and Denison’s 2007 to 2012 drilling campaigns consisted of DDH and RC drilling, predominately drilled vertically, along with some inclined holes. Limited checks on hole deviation demonstrated deviations of less than 2°. All DDH were drilled at angles ranging from 55° to 80°, and at a number of azimuths although dominantly towards 135° or 315°. Down-hole survey measurements were taken using a single-shot camera at 15 m down-hole intervals.

During the 2021 and 2022 GoviEx drilling campaigns, down-hole deviation surveys were conducted using a Boart Longyear Trushot digital survey tool. Deviation survey measurements were done at 5 m to 10 m interval spacing depending on the total depth of the hole. All drill cores and chips were systematically logged with a Terraplus RS-125 Gamma-Ray Spectrometer/ Scintillometer. This allows the geologist to identify uranium mineralisation in the core and to select intervals for geochemical sampling.

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Sampling and Sub-Sampling

During Denison’s tenure, all percussion chips were collected via a cyclone and split on-site at the time of drilling. The cuttings for each metre were put through a riffle splitter to give an approximate 1.5kg primary sample, an approximate 1.5kg field duplicate and, depending on the hammer size, a residual bulk sample of approximately 15kg to 20kg. Approximately 10% of anomalous intercepts (more than twice the background level of counts per second (“cps”) as determined by a handheld scintillometer) in RC holes were selected for assay in 2012.

During the 2005 to 2007 drilling, approximately 1.5kg primary samples representing anomalous intervals of RC holes that collapsed before they could be probed were also sent for pressed powder x-ray fluorescence (“XRF”) analysis. In 2021 and 2022, no samples were collected from the DTH drilling as this drilling technique is an open-hole technique and therefore does not provide appropriate representative sample material for assaying.

Drill chip samples from RC and DTH drilling were laid out in piles next to the rigs for geological logging. They were logged for lithology, grain size, alteration, and colour. Representative samples were collected in chip trays for eventual relogging if required and storage at the Muntanga Camp core yard. All DDH were logged for lithology, structure, alteration, mineralisation and geotechnical characteristics. Prior to core logging, down-hole geophysical probe information is reviewed, with the major lithological contacts, structures and mineralised horizons being inferred from the Gamma and conductivity readings. These inferences are then reviewed alongside the core.

Sample Analysis Method

Down-hole geophysical logging was conducted to measure the electrical properties of the rock from which lithologic information can be derived and natural gamma radiation, from which an indirect estimate of uranium content can be made. The down-hole geophysical probes measure the following parameters: conductivity, resistivity, self-potential, single point resistance, deviation and natural gamma.

Denison used an in-house developed computer programme known as GAMLOG to convert the measured cps of the gamma rays into an equivalent per cent U3O8 (eU3O8%). GAMLOG was based on other “standard” grade calculation programs that were developed within the uranium industry using Scott’s Algorithm developed in 1962.

Down-hole gamma data collected by GoviEx were converted into eU3O8 using the ALT Wellcad software supplied by an external geophysical contractor, Terratec Geophysical Services.

To facilitate a reliable conversion of down-hole radiometric probe data into equivalent uranium eU3O8, a deposit/probe-specific Radiometric-Grade correlation must be established. The Ra-Grade correlation for Muntanga was conducted by comparing geochemical sample assays to their corresponding probe data. Data was segregated into historical data comprised of down-hole gamma data predominately acquired by Denison from 2007 to 2012, and data collected by GoviEx during the 2021 to 2023 drilling campaigns.

Probe calibration was undertaken initially in the USA, using the Grand Junction DOE pits prior to delivery to site. Further periodic checks were undertaken using drill hole MTC51600-04 as a standard. If problems were detected in the probes in the test hole located at Muntanga, the equipment was sent back to the USA for repair and calibration.

Estimation Methodology

The Mineral Resource model considers 2,366 historical drill holes totalling 191,711 m of drilling completed between 2006 and 2012, and 468 drill holes drilled by GoviEx from 2021 to 2023.

Uranium grade data was composited to 1.0m lengths within the grade shell boundaries, with all residual composites smaller than 0.5m in length added to the adjacent composite interval. Assay samples were predominately collected using a 1.0m sample length and eU3O8 data from down-hole radiometric probing is collected at 0.1m intervals

Grade continuity analysis of uranium mineralisation was conducted on capped composites for each deposit. Variogram analysis was conducted using Seequent’s Edge software.

A parent block size of 20 x 10 x 2.5m was sub-blocked for volumetric reporting. Grade interpolation was conducted at the parent block size of 20 x 10 x 2.5m. Estimates of uranium grade (U3O8 ppm) were interpolated into the block model using OK, and a multiple-pass estimation strategy with successively expanding search criteria in subsequent estimation passes.

Block model validation was conducted using multiple techniques including:

Visual inspection of estimated block grades relative to composite grades

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block estimates, and
Statistical comparison of global average MRE estimated block grades and declustered composite grades (NN).

A dry density value has been applied to calculate tonnages in the block model. A total of 450 valid bulk density measurements were collected from DD cores across the Muntanga, Dibbwi and Dibbwi East deposits. After the core was dried the density was determined by calculating the core volume which was then divided into the weighed dry mass to calculate the in-situ dry bulk density. A wax coating was used in 88% of the volume displacement density determinations, taking the rock’s porosity into account to prevent overstating the density.

Quality of the data used to support MRE
Average drill hole spacing within the deposits and
Estimation parameters including the number of drill holes and assay composites used to estimate a block.

than 50 m and blocks were estimated by pass 1 or pass 2 estimation parameters. Inferred Mineral Resources were classified where the average drill hole spacing was less than 75 m. No Measured Mineral Resources were classified at the Muntanga deposit.

hole spacing is less than 80 m and blocks were estimated by pass 1 estimation parameters. Inferred Mineral Resources were classified where the average drill hole spacing was less than 150 m and blocks were estimated by pass 1 or pass 2 estimation parameters. No Measured Mineral Resources were classified at either the Dibbwi or Dibbwi East deposits.

Block model quantities and grade estimates were reviewed to determine the portions of the MRE having RPEEE from an open pit mine.

Mining and Metallurgical Assumptions

Block model quantities and grade estimates were reviewed to determine the portions of the MRE having RPEEE from an open pit mine, based on parameters summarised in the table shown below. SRK considers that the blocks located within the conceptual pit envelopes show RPEEE and can be reported as a Mineral Resource.

Parameter	Value	Unit
Uranium Price	100.00	US$/lb
Mining Cost	3.30	US$/ tonne mined
Processing	9.00	US$/tonne of feed
General and Admin	1.50	US$/ tonne of feed
Mining Dilution	10	%
Mining Loss	5	%
Average Pit Slope	39	Degrees
Process Rate	3.50	Mlbs/annum,
Royalty	5	% on uranium revenue
In-Situ COG	90	ppm U3O8*

*: A U3O8 90 ppm cut-off value was calculated for all pits, except for Gwabi where a 110 ppm cut-off was applied due to significantly lower demonstrated recoveries.

Metallurgical testing was carried out by the previous owners including African Energy Resources and Denison Mines prior to GoviEx completing their own program of works. The testwork was carried out on samples from Muntanga, Dibbwi and Dibbwi East along as well as some work on Njame and Gwabi. The testwork focused on bottle rolls, column leaching (including geomechanical testing), ion exchange, impurity removal and uranium precipitation

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The scope of test work for the samples generally included the following:

Particle size distribution (“PSD”) and chemical head assay
Curing acid optimisation (agglomeration and soaking) tests
Iso-pH (constant pH) acid consumption tests
Uni-axial compression (stacking) tests and hydrodynamic column tests
Leach column tests (6 m tall, 160 mm ID)
Geochemical assays on residues and leach liquors.