AUSTRALIAN VANADIUM LIMITED — M&A Activity 2023

Dec 26, 2023

27 DECEMBER 2023

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ASX ANNOUNCEMENT

RELEASE OF SUPPLEMENTARY SCHEME BOOKLET AND CONFIRMATION OF ASX WAIVER

Australian Vanadium Limited (ASX: AVL) (AVL) notes the announcement made by Technology Metals Australia Limited (ASX: TMT) (TMT) on 20 December 2023 regarding the release of a supplementary scheme booklet detailing information related to the increase in the total consideration offered under the scheme of arrangement with TMT (Scheme).

The meeting at which TMT shareholders will vote to approve the Scheme is scheduled for 16 January 2024. AVL remains confident that the Scheme will realise substantial synergies and create significant value to be shared by both AVL and TMT shareholders.

AVL is also pleased to confirm it has received a waiver from ASX Listing Rule 10.1 relating to the recent Scheme amendment.

By way of background:

• ASX Listing Rule 10.1 requires a company to obtain shareholder approval in circumstances where it acquires a substantial asset from a shareholder holding more than 10% of the issued shares of that company.

• At the time of announcing the Scheme, Resource Capital Funds (RCF) held approximately 7% of AVL so this Listing Rule did not apply.

• Following completion of AVL’s capital raising announced to ASX on 25 September 2023, RCF’s participation in that capital raising resulted in it holding approximately 18.5% of AVL.

• Because AVL will acquire RCF’s shares in TMT as part of the Scheme, varying the terms of the Scheme to increase the consideration payable may have enlivened the operation of ASX Listing Rule 10.1. If it did, it would have required a separate AVL shareholder approval.

• AVL is pleased to announce that prior to announcing the change in the terms of the Scheme, AVL received confirmation from ASX that it agreed to waive the application of this rule in these circumstances. This avoids the unnecessary, cost, expense and delay that the technical application of this rule may have caused to the Scheme.

For the purposes of and to satisfy the conditions to that waiver, AVL confirms that the commercial terms of the Scheme were negotiated between AVL and TMT. RCF did not participate in or exert influence over those commercial terms, RCF does not have any contractual arrangements with AVL and therefore does not have any other economic interest that could be affected by the Scheme if it

Australian Vanadium Limited Phone : +61 8 9321 5594 ASX : AVL Level 2, 50 Kings Park Road Fax : +61 8 6268 2699 FRA : JT7.F West Perth, WA 6005 Email : info@australianvanadium.com.au OTC : ATVVF ABN : 90 116 221 740

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were to proceed or not proceed. As the value of RCF’s shareholding in AVL exceeds the value of its holding in TMT, AVL does not believe there is any economic rationale for AVL to overpay for the acquisition of TMT in order to benefit RCF.

For further information, please contact:

Graham Arvidson, CEO

+61 8 9321 5594

This announcement has been produced in accordance with the Company's published continuous disclosure policy and has been approved by the Board.

ASX: AVL | australianvanadium.com.au

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ABOUT AUSTRALIAN VANADIUM LTD

AVL is a resource company focused on vanadium, seeking to offer investors a unique exposure to all aspects of the vanadium value chain – from resource through to steel and energy storage opportunities. AVL is advancing the development of its world-class Australian Vanadium Project at Gabanintha. The Australian Vanadium Project is one of the most advanced vanadium projects being developed globally, with 239Mt at 0.73% vanadium pentoxide (V ₂ O ₅ ), containing a high-grade zone of 95.6Mt at 1.07% V2O5 and an Ore Reserve of 30.9Mt at 1.09% V2O5 comprised of a Proved Reserve of 5Mt at 1.11% V2O5 and a Probable Reserve of 20.4Mt at 1.07% V2O5, reported in compliance with the JORC Code 2012 (see ASX announcement dated 1[st] November 2021 ‘Mineral Resource Update at the Australian Vanadium Project’ and ASX announcement dated 6[th] April 2022 ‘Bankable Feasibility Study for the Australian Vanadium Project’ ).

VSUN Energy is AVL’s 100% owned renewable energy and energy storage subsidiary which is focused on developing the Australian market for vanadium flow batteries for long duration energy storage. VSUN Energy was established in 2016 and is widely respected for its VFB expertise. AVL’s vertical integration strategy incorporates processing vanadium to high purity, manufacturing vanadium electrolyte and working with VSUN Energy as it develops projects based on renewable energy generation and VFB energy storage.

ASX: AVL | australianvanadium.com.au

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APPENDIX 1

The Australian Vanadium Project – Mineral Resource estimate by domain and resource classification using a nominal 0.4% V2O5 wireframed cut-off for low-grade and nominal 0.7% V2O5 wireframed cutoff for high-grade (total numbers may not add up due to rounding).

Zone	Category	Mt	V2O5 %	Fe %	TiO2 %	SiO2 %	Al2O3 %	LOI %
HG	Measured	11.3	1.14	43.8	13.0	9.2	7.5	3.7
	Indicated	27.5	1.10	45.4	12.5	8.5	6.5	2.9
	Inferred	56.8	1.04	44.6	11.9	9.4	6.9	3.3
	Subtotal	95.6	1.07	44.7	12.2	9.1	6.8	3.2
LG	Indicated	54.9	0.50	24.9	6.8	27.6	17.1	7.9
	Inferred	73.6	0.48	25.0	6.4	28.7	15.4	6.6
	Subtotal	128.5	0.49	24.9	6.6	28.2	16.1	7.2
Transported	Inferred	14.9	0.66	29.0	7.8	24.5	15.1	7.8
	Subtotal	14.9	0.66	29.0	7.8	24.5	15.1	7.8
Total	Measured	11.3	1.14	43.8	13.0	9.2	7.5	3.7
	Indicated	82.4	0.70	31.7	8.7	21.2	13.5	6.2
	Inferred	145.3	0.71	33.0	8.7	20.7	12.0	5.4
	Subtotal	239.0	0.73	33.1	8.9	20.4	12.3	5.6

The Australian Vanadium Project - Ore Reserve Statement as at April 2022, at a cut-off grade of 0.7% V2O5.

Ore Reserve	Mt								Mt
		**V2O5% **	**Fe2O3% **	**TiO2% **	**SiO2% **	LOI%	V2O5 rdtin kt	Ore Rr
							pouco	eseve
Proved	10.5	1.11	61.6	12.8	9.5	3.7	70.9	Waste	238.5
Probable	20.4	1.07	63.4	12.2	9.2	3.0	152.9	Total Material	269.4
Total Ore	30.9	1.09	62.8	12.4	9.3	3.2	223.8	StripRatio	7.7

ASX: AVL | australianvanadium.com.au

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ASX CHAPTER 5 COMPLIANCE AND CAUTIONARY AND FORWARD-LOOKING STATEMENTS

ASX Listing Rules 5.19 and 5.23

ASX Listing Rule 5.19

The information in this announcement relating to production targets, or forecast financial information derived from a production target, is extracted from the announcement entitled ‘Bankable Feasibility Study for the Australian Vanadium Project’ released to the ASX on 6[th] April 2022 which is available on the Company's website www.australianvanadium.com.au.

The Company confirms that all material assumptions underpinning the production target, or the forecast financial information derived from a production target, in the original market announcement continue to apply and have not materially changed.

ASX Listing Rule 5.23

The information in this announcement relating to exploration results and mineral resource and ore reserve estimates for the Australian Vanadium Project is extracted from the announcement entitled ‘Bankable Feasibility Study for the Australian Vanadium Project’ released to the ASX on 6[th] April 2022 which is available on the Company's website www.australianvanadium.com.au.

The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement, and that all material assumptions and technical parameters underpinning the estimates in the original market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the competent person's findings are presented have not been materially modified from the original market announcement .

Forward-Looking Statements

This release may contain certain forward-looking statements with respect to matters including but not limited to the financial condition, results of operations and business of AVL and certain of the plans and objectives of AVL with respect to these items.

These forward-looking statements are not historical facts but rather are based on AVL’s current expectations, estimates and projections about the industry in which AVL operates and its beliefs and assumptions.

Words such as "anticipates," “considers,” "expects," "intends," "plans," "believes," "seeks," "estimates", "guidance" and similar expressions are intended to identify forward looking statements and should be considered an at-risk statement. Such statements are subject to certain risks and uncertainties, particularly those risks or uncertainties inherent in the industry in which AVL operates.

These statements are not guarantees of future performance and are subject to known and unknown

ASX: AVL | australianvanadium.com.au

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risks, uncertainties, and other factors, some of which are beyond the control of AVL, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Such risks include, but are not limited to resource risk, metal price volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, as well as political and operational risks in the countries and states in which we sell our product to, and government regulation and judicial outcomes. For more detailed discussion of such risks and other factors, see the Company’s Annual Reports, as well as the Company’s other filings.

AVL cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of AVL only as of the date of this release.

The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made.

AVL will not undertake any obligation to release publicly any revisions or updates to these forwardlooking statements to reflect events, circumstances or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

ASX: AVL | australianvanadium.com.au

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