THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the FSMA.

This Document comprises a prospectus relating to Cloudbreak Discovery Plc (the "Company"), prepared in accordance with the Prospectus Rules: Admission to Trading on the Regulated Market sourcebook ("PRM") made under Regulation 14 of the Public Offers and Admissions to Trading Regulations 2024 ("POATR").

This Document has been filed with the FCA and made available to the public in accordance with PRM 9.5. In accordance with the UK Listing Rules Instrument 2024 (FCA 2024/23), with effect from 29 July 2024, the Listing Rules were replaced by the UKLR under which companies with a Standard Listing or in-flight applicants (as defined in UKLR TP 1.1R) will be mapped to the Equity Shares (transition) category or be treated as an applicant for listing in Equity Shares (transition) category unless they are eligible for admission to a different category under the UKLR. Application has been made to the London Stock Exchange plc ("London Stock Exchange") for the New Ordinary Share to be admitted to trading on the Main Market for listed securities. It is expected that Admission of the New Ordinary Shares will become effective and that dealings together will commence at 8.00 a.m. on 27 April 2026 (or such later time and/or date as may be agreed).

The Company and each of the Directors, whose names appear on page 28 of this Document, accept responsibility for the information contained in this Document. To the best of the knowledge of the Company and the Directors, the information contained in this Document is in accordance with the facts and this Prospectus makes no omission likely to affect its import.

This Document has been approved by the FCA. The FCA only approves this Document as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM and such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Document. Investors should make their own assessment as to the suitability of investing in the securities. This Document has been drawn up as part of a simplified prospectus in accordance with PRM 7.

Cloudbreak Discovery Plc

(Incorporated and registered in England & Wales under the Companies Act 1985 with registered number 06275976)

Prospectus relating to the

issue of 600,700,363 New Ordinary Shares

issue of up to 330,357,145 Warrant Shares

Admission of the New Ordinary Shares to the Official List to the

Equity Shares (Transition) Category of the Official List under Chapter 22 of the UKLR

and to trading on the London Stock Exchange's Main Market for listed securities

AlbR Capital Limited

Financial Adviser

THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISK AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH ANY INVESTMENT IN THE ORDINARY SHARES, AS SET OUT IN THE SECTION ENTITLED "RISK FACTORS" ON PAGES 9 TO 15 OF THIS DOCUMENT.

PROSPECTIVE INVESTORS SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY INVOLVES A SIGNIFICANT DEGREE OF RISK AND THAT, IF CERTAIN OF THE RISKS DESCRIBED IN THIS

DOCUMENT OCCUR, INVESTORS MAY FIND THEIR INVESTMENT IS MATERIALLY ADVERSELY AFFECTED.

ACCORDINGLY, AN INVESTMENT IN THE ORDINARY SHARES IS ONLY SUITABLE FOR INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS AND WHO ARE ABLE TO BEAR THE LOSS OF THE WHOLE OR PART OF THEIR INVESTMENT.

AlbR Capital Limited ("AlbR") is authorised and regulated in the United Kingdom by the FCA and is acting as financial adviser and broker for the Company and will not be responsible to anyone other than the Company for providing the protections afforded to customers of AlbR or for affording advice in relation to the contents of this Document or any matters referred to herein. AlbR is not responsible for the contents of this Document. This does not exclude any responsibilities which AlbR may have under FSMA or the regulatory regime established thereunder.

This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended ("Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa, or any province or territory thereof. Subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, and this Document may not be distributed by any means including electronic transmission within, into, in or from the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or for the account of any national, resident or citizen of the United States or any person resident in Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa. The Ordinary Shares may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the Securities Act. Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States, or to any US Person as defined in Regulation S under the Securities Act, including resident corporations, or other entities organised under the laws of the United States, or non-US branches or agencies of such corporations unless such offer, sale, pledge or transfer is registered under the Securities Act, or an exemption from registration is available. The Company does not currently plan to register the Ordinary Shares under the Securities Act. The distribution of this Document in or into other jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

APPLICATION WILL BE MADE TO THE LONDON STOCK EXCHANGE FOR THE NEW ORDINARY SHARES TO BE ADMITTED TO TRADING ON THE MAIN MARKET FOR LISTED SECURITIES. A LISTING IN THE EQUITY SHARES (TRANSITION) CATEGORY AFFORDS INVESTORS IN THE COMPANY A LOWER LEVEL OF REGULATORY PROTECTION THAN THAT AFFORDED TO INVESTORS IN COMPANIES WITH A LISTING IN THE EQUITY SHARES (COMMERCIAL COMPANIES) CATEGORY ON THE OFFICIAL LIST, WHICH ARE SUBJECT TO ADDITIONAL OBLIGATIONS UNDER THE UKLR. IT SHOULD BE NOTED THAT THE FCA WILL NOT HAVE THE AUTHORITY TO (AND WILL NOT) MONITOR THE COMPANY'S COMPLIANCE WITH ANY OF THE UKLR, NOR TO IMPOSE SANCTIONS IN RESPECT OF ANY FAILURE BY THE COMPANY TO SO COMPLY.

The date of this Document is 22 April 2026.

SUMMARY 4

RISK FACTORS 10

CONSEQUENCES OF LISTING IN THE EQUITY SHARES (TRANSITION) CATEGORY 21

INFORMATION AND NOTICES TO INVESTORS 23

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 27

ADMISSION STATISTICS 27

DEALING CODES 27

DIRECTORS, AGENTS AND ADVISERS 28

PART I

INFORMATION ON THE COMPANY, ITS BUSINESS AND STRATEGY 29

PART II

FINANCIAL INFORMATION ON THE COMPANY 45

PART III

TAXATION 46

PART IV

ADDITIONAL INFORMATION 49

PART V

DEFINITIONS 63

SUMMARY

| 1. Preliminary Disclosure |
| --- |
| Purpose of the document |
| This Prospectus has been prepared in connection with an application for the New Ordinary Shares to be admitted to trading on to the Main Market. |
| Reason for the proposed admission to trading |
| The Company has been admitted to the Official List of the FCA and the Main Market since June 2021 and is now seeking the admission of the New Ordinary Shares. |
| Intended use of proceeds |
| The Company will raise no net proceeds from the Admission. |
| 2. Introduction |
| Name and ISIN of securities |
| Ticker for the Ordinary Shares: CDL
International Securities Identification Number (ISIN): GB00B44LQR57 |
| Identity and contact details of the issuer |
| Name: Cloudbreak Discovery Plc (incorporated and registered in England & Wales with company number 6275976) Registered office: 167-169 Great Portland Street, Fifth Floor, London, England, W1W 5PF
Telephone number: +44 (0)207 317 0650
Legal Entity Identifier ("LEI"): 213800ZLZVEPOS7YID88. |
| Identity and contact details of the competent authority |
| Name: Financial Conduct Authority
Address: 12 Endeavour Square, London, E20 1JN
Telephone number: +44 (0) 20 7066 1000 |
| Date of approval of Prospectus |
| 22 April 2026 |
| Warnings |
| This summary should be read as an introduction to this Document. Any decision to invest in the securities should be based on a consideration of the Document as a whole by the prospective investor. The investor could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Document, or where it does not provide, when read together with the other parts of the Document, key information in order to aid investors when considering whether to invest in such securities. |
| 3. Key Information on the Issuer |
| Who is the issuer of the securities? |
| Domicile and legal form, LEI, applicable legislation and country of incorporation
The Company is a public limited company incorporated in England and Wales on 11 June 2007 with registered number 06275976. The Company was admitted to listing on the Official List by way of a Standard Listing and to trading on the Main Market on 3 June 2021. Following the replacement of the Standard Listing category on 29 July 2024, the Company has since been listed on the Equity Shares |

(transition) category. The Company's LEI is 213800ZLZVEPOS7YID88. The Company's domicile is the UK, and it operates in accordance with the Companies Act 2006.

Principal activities

Cloudbreak Discovery PLC is a leading gold, precious and base metals resource explorer. Cloudbreak is focused on mineral exploration in Western Australia with the aim of bringing near-term cashflow and driving shareholder value.

Through its wholly owned subsidiaries, the Company will develop its array of mineral assets, whilst continuing to generate new projects with a particular focus on commodities with high intrinsic value.

Cloudbreak's generative model across the mineral sector enables a multi-asset approach to investing in the commodity cycle.

Major Shareholders

The Company's major Shareholders as at the date of this Document are:

As at the date of this Document, the Company is aware of the following persons who hold, directly or indirectly, voting rights representing 3 per cent. or more of its share capital:

	As at the date of this Document		As at the date of Admission
Shareholder	Ordinary Shares	% of issued ordinary share capital	Ordinary Shares	% of enlarged share capital on Admission
Hargreaves Lansdown (Nominees) Limited	384,243,304	20.8%	384,243,304	15.7%
Interactive Investor Service Nominees Limited	259,055,977	14.0%	259,055,977	10.6%
Pershing Nominees Limited	195,087,673	10.5%	195,087,673	8.0%
HSBC Global Custody Nominee (UK) Limited	119,318,635	6.4%	119,318,635	4.9%
Vidacos Nominees Limited	118,447,570	6.4%	118,447,570	4.8%
The Galleon 2023 Ltd	112,717,328	6.1%	112,717,328	4.6%
Lawshare Nominees Limited	102,289,105	5.5%	102,289,105	4.2%
Barclays Direct Investing Nominees Limited	75,115,178	4.1%	75,115,178	3.1%
Clariden Capital PTY Ltd	62,073,405	3.4%	62,073,405	2.5%

There are no differences between the voting rights enjoyed by the above persons and those enjoyed by the other holders of Ordinary Shares.

Controlling Shareholder, if any

The Company is not aware of any person who, either as at the date of this Document or immediately following Admission, exercises, will exercise, or could exercise, directly or indirectly, jointly or severally, control over the Company.

Directors

Peter Huljich (Executive Chairman), Tom Evans (Managing Director), and Emma Kinder Priestley (Non-Executive Director).

Statutory Auditors

The Company's statutory auditors are PKF Littlejohn LLP of 15 Westferry Circus, Canary Wharf, London E14 4HD.

What is the key financial information regarding the issuer?

Selected historical financial information for the Company is set out below which has been extracted from information incorporated by reference within this Document:

Consolidated Statement of Comprehensive Income

	Year ended 30 June 2025 Audited £	Year ended 30 June 2024 Audited (restated) £	Year ended 31 December 2025 (unaudited) £	Year ended 31 December 2024 (unaudited) £
Other income	—	—	5,201	—
Operating loss	(608,075)	(847,494)	(527,536)	(170,091)
Loss for the year	(2,707,587)	(1,627,519)	(523,218)	(1,022,322)
Basic and Diluted Earnings Per Share during the period (expressed in pence per share)	(0.2)p	(0.1)p	(0.04)p	(0.1)p
Statement of Financial position
		Year ended 30 June 2025 Audited £	Year ended 30 June 2024 Audited (restated) £	Year Ended 31 December 2025 (unaudited) £
Total Assets		261,404	1,962,510	303,133
Total Equity		(352,938)	947,323	(413,647)
Total Liabilities		614,342	1,542,186	716,780
Statement of Cash flows
	Year ended 30 June 2025 Audited £	Year ended 30 June 2024 Audited £	Year ended 31 December 2025 (unaudited) £	Year ended 31 December 2024 (unaudited) £
Net cash used in operating activities	(408,085)	(407,509)	(797,543)	(224,614)
Net cash generated used in investing activities	86,125	397,741	55,201	68,278
Net cash generated from /(used in) financing activities	180,000	(38,741)	848,203	—
Net decrease in cash and cash equivalents	(141,960)	(48,917)	105,861	(156,336)
Cash and cash equivalents at beginning of year	195,157	244,074	53,197	195,157
Cash and cash equivalents at end of year	53,197	195,157	159,058	38,821

Description of the nature of any qualifications in the audit report on the historical financial information

The Company's auditors included a material uncertainty relating to going concern in their audit report for the year ended 30 June 2025. The opinion is summarised as follows:

"We draw attention to note 2.4 in the financial statements, which indicates that the group and company are in a net current and net liabilities position and would therefore require to raise additional funds through equity raises during the going concern period in order to fund operations and to meet its liabilities as they fall due. As stated in note 2.4, the Group have successfully raised £900,000 post year end in August 2025. However, any further fund raising is yet to be achieved and it is possible that the Group may not be able to raise such funds. These events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter."

Notwithstanding the material uncertainty disclosed above, the Directors have reviewed the working capital position of the Company for the next 12 months and are satisfied that a clean working capital statement is appropriate taking into account the £1.85m raised via a placing announced on 22 January 2026, the proceeds of which have already been received.

| What are the key risks that are specific to the issuer? |
| --- |
| • The Group is not currently generating positive cashflow revenue and may not do so in the near term
• There is typically no reliable liquid market available for the purposes of valuing the Company's early-stage exploration assets.
• There can be no guarantee that any mineralisation discovered through its acquisitions or development will result in proven and probable reserves or go on to be an operating mine.
• There can be no assurance that due diligence will reveal all material issues related to a potential asset or interest, joint venture or counterparties which might be necessary or helpful in evaluating a potential acquisition.
• The Company may face competition from other resource companies as well as third party financiers.
• The Company may fail to complete further suitable acquisitions.
• The Company is dependent upon the Directors to identify potential assets, interests and acquisition opportunities and to execute transactions and the loss of the services of the Directors could materially adversely affect it.
• The Group's assets and interests may not produce anticipated revenues or returns.
• The Company is largely reliant on third parties for operational activity. |
| 4. Key information on the securities |
| What are the main features of the securities? |
| Type, class and ISIN of securities
The securities being admitted to trading on the Main Market of the London Stock Exchange with a Listing on the Equity Shares (transition) category are New Ordinary Shares and have a nominal value of £0.001 each.
The New Ordinary Shares will be registered with ISIN GB00B44LQR57 and SEDOL number B44LQR5. |
| Currency, denomination and par value of securities
The Ordinary Shares are denominated in pounds sterling and have a nominal value of £0.001 each. |
| Number of securities issued
The Company has 1,851,047,904 Ordinary Shares in issue and fully paid as at the date of this Document. 600,700,363 New Ordinary Shares will be issued. |
| Rights attached to the securities
The New Ordinary Shares rank equally with the Existing Ordinary Shares for voting purposes. On a show of hands, each Shareholder has one vote and on a poll each Shareholder has one vote per Ordinary Share held. The Ordinary Shares rank equally for dividends declared and for any distributions on a winding-up. The Ordinary Shares rank equally in the right to receive a relative proportion of shares in the case of a capitalisation of reserves. |
| Seniority of the securities in the event of insolvency
The New Ordinary Shares do not carry any rights to participate in a distribution of capital (including on a winding-up) other than those that exist as a matter of law. The New Ordinary Shares and the Existing Ordinary Shares will rank pari passu in all respects. |
| Restrictions on free transferability of the securities
All Ordinary Shares are freely transferable and are not subject to any encumbrances. |
| Dividend or payout policy, if any
The Company intends to pay dividends on the Ordinary Shares (if any) and in such amounts (if any) as the Board determines appropriate. The Company will only pay dividends to the extent that to do so is in accordance with the Act and all other applicable laws. |

| Where will the securities be traded? |
| --- |
| Application for admission to trading
Application will be made for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities. |
| What are the key risks that are specific to the securities? |
| • The Company may require additional capital which will dilute Shareholders' interests
• There is a risk that the Company could remain in the Equity Shares (transition) category because it is not eligible to transfer to another listing category, which is then ultimately wound down
• The market price for the Ordinary Shares may be affected by fluctuations and volatility
• Investors may not be able to realise returns on their investment in the New Ordinary Shares within a period that they would consider to be reasonable
• The Group is unable to predict whether substantial amounts of Ordinary Shares will be sold in the open market following Admission. Such sales might occur could materially adversely affect the market price of the Ordinary Shares.
• Dividend payments on the Ordinary Shares are not guaranteed. |
| 5. Key information on admission to trading on a regulated market |
| Under which conditions and timetable can I invest in this security? |
| General terms and conditions of the Issue
This document does not constitute an offer or an invitation to any person to subscribe for or purchase any Shares in the Company. No new Ordinary Shares are being offered to the public.

Expected timetable of the Admission
Date of this Document
Admission and commencement of unconditional dealings in the New Ordinary Shares
CREST members' accounts credited
22 April 2026
8.00 a.m. on 27 April 2026
8.00 a.m. on 27 April 2026 |
| Details of the admission to trading on a regulated market, if any
The Existing Ordinary Shares are currently listed on the Equity Shares (transition) category of the Official List and traded on the London Stock Exchange's Main Market for listed securities.
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities. |
| Plan for distribution
There will be no offer to the public of the New Ordinary Shares and no intermediaries offer. |
| Amount and percentage of dilution resulting from the offer
The issue of the New Ordinary Shares will result in the Ordinary Share capital held by the Shareholders at the date of this Document being diluted by 24.5 per cent. |
| Estimate of total expenses of the issue
Estimated expenses in respect of the preparation and publication of this Prospectus are expected to be £81,500 (excluding any applicable VAT) of which £30,000 has been paid to date. |

| Why is this prospectus being produced? |
| --- |
| This Document is being produced to provide the Company with the ability to issue further Shares under and PRM related to the following matters:
1. 95,700,363 New Ordinary Shares to be issued in respect of the Stock Lending Agreement, further details of which are set out in paragraph 14.3 of Part IV of this document;
2. 2,000,000 New Ordinary Shares to be issued in respect of the Borrowing Fee, further details of which are set out in paragraph 14.3 of Part IV of this document;
3. 84,000,000 New Ordinary Shares to be issued in respect of the Director Engagement Share Issue;
4. 35,000,000 New Ordinary Shares to be issued in respect of the Director Fee Share Issue;
5. 330,000,000 New Ordinary Shares to be issued pursuant to Paterson Tenement Agreement, further details of which are set out in paragraph 14.7 of Part IV of this document;
6. 20,000,000 New Ordinary Shares to be issued pursuant to the CLN Conversion, further details of which are set out in paragraph 7.1.2 of Part IV of this document;
7. 34,000,000 New Ordinary Shares to be issued to certain creditors of the Company owed to them for their provision of services to the Company (“Creditor Share Issue”). The Creditor Share Issue includes:
1. the issue of 22,000,000 New Ordinary Shares to Clariden Capital Pty Ltd for the conversion of outstanding debt owed to Thomas Soloman by the Company aggregating £33,000 to be converted into equity at 0.15 pence per share; and
2. the issue of 12,000,000 New Ordinary Shares to certain other service providers of the Company for the provision of services.
1. the potential issue of up to 330,357,145 Warrant Shares to the investors who participated in the recent placing of new Ordinary Shares and are entitled to receive Fundraising Warrants on the publication of this Prospectus, as announced by the Company on 22 January 2026 (“Warrant Issue”). No Warrant Shares will be issued or admitted to trading on Admission; they will only be issued and admitted at the time each Fundraising Warrant is exercised. For the avoidance of doubt, no new funds are being raised in conjunction with the publication of this Prospectus. |
| Use and estimated amount of net proceeds
No funds are being raised. |
| Underwriting
There are no underwriting arrangements. |
| Most material conflicts of interest pertaining to the issue or Admission
There are no material conflicts of interest pertaining to Admission. |

RISK FACTORS

Any investment in the Ordinary Shares is subject to a number of risks. Before making any investment decision, prospective investors should carefully consider the factors and risks attaching to an investment in the Ordinary Shares, the Group's business, and the industry in which it operates, together with all other information contained in this Prospectus including, in particular, the risk factors described below. Prospective investors should note that the risks relating to the Company, the Group and its business, regulation, the Group's industry and the Ordinary Shares summarised in the Summary of this Prospectus are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares.

However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the Summary of this Prospectus but also, among other things, the risks and uncertainties described below. The Directors consider the following risks to be material for prospective investors in the Company. However, the following is not an exhaustive list or explanation of all risks that prospective investors may face when making an investment in the Ordinary Shares. These risks and uncertainties are not the only ones facing the Group.

The order in which risks are presented is not necessarily an indication of the likelihood of the risks actually materialising, of the potential significance of the risks or of the scope of any potential harm to the Group's business, financial condition, results of operations and prospects. Additional risks and uncertainties not presently known to the Group, or that the Group currently deems immaterial, may individually or cumulatively also have a material adverse impact on its business, financial condition, results of operations and prospects. If any such risk should occur, the price of the Ordinary Shares may decline, and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in light of the information in this Prospectus and their personal circumstances.

RISKS RELATED TO THE GROUP'S BUSINESS AND STRATEGY

The Group is not currently generating positive cashflow revenue and may not do so in the near term

The Group is a natural resource focused explorer and is currently reliant upon the equity capital markets to provide working capital for the Group.

The future capital requirements of the Company will depend on many factors, including the continuation of its current business, and the Company may need to raise additional funds from time to time to finance its ongoing operations.

Should the Company require additional funding, there can be no assurance that additional financing will be available on acceptable terms or at all. Any inability to obtain additional financing, if required, would have a material adverse effect on the Company's business, financial condition and results of operations. In the event the Company is required to raise additional funding through equity raisings, it is likely that Shareholders' interests will be diluted. In the event that further funding is obtained through debt financing, this may be accompanied by restrictive debt covenants and the granting of a security interest over the assets of the Company.

It is not possible to give any assurance that the Group will ever be capable of generating positive cash flow at the current time. This has resulted in the audit opinion for the year ended 30 June 2025 containing a material uncertainty with respect to going concern, however the Directors are satisfied that the Group has sufficient access to working capital for the 12 months from the date of this Prospectus.

There is typically no reliable liquid market available for the purposes of valuing the Group's early-stage unlisted assets

The Group's assets comprise of assets and interests in the natural resource sector, some of which are unlisted. There is typically no reliable liquid market for unlisted early-stage assets in the natural resource sector and the valuation of such investments involves the Board exercising its judgement. There can be no guarantee that the basis of calculation of the value of the Group's assets and

interests reflect the true realisable value of those assets and interests. The internal valuation of the Group's unlisted assets and interests and potential acquisition values will be based upon a blended process of geotechnical review and analysis, financial modelling, consultation of technical sector experts and existing market reference points including the potential future value of commodities. The risk to the Group is if it needs to sell unlisted assets, there may not be a readily available market to monetise its early-stage assets and finding a buyer can take time impacting the liquidity of the company. Whilst the Directors are satisfied that the Group has sufficient access to working capital for 12 months from the date of this Prospectus, in the event that the Group tries to dispose of certain unlisted assets but is unable to do so, it may need to seek additional sources of funding after the working capital period covered by this Prospectus.

There is no guarantee that mineralisation discovered will result in reserves or to become an operating mine

The Group's ability to successfully exploit its exploration assets is influenced by a number of global factors, principally supply and demand which in turn is a key driver of global mineral prices; these factors are beyond the control of the Group. Exploration is a high-risk business and there can be no guarantee that any mineralisation discovered will result in proven and probable reserves or go on to be an operating mine. At every stage of the exploration process, the projects in which the Group has in interest are rigorously reviewed to determine if the results justify the next stage of exploration expenditure ensuring that funds are only applied to high priority targets. In the event that exploration on a particular project is unsuccessful, the relevant assets may have a value of zero.

Exploration and development risks

Mineral exploration and development is a high-risk undertaking. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited. Major expenses may be required to establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site.

The future activities of the Company may be affected by a range of factors including geological conditions, failure to achieve predicted grades in exploration and mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, unanticipated problems which may affect extraction costs, industrial and environmental accidents, native title process, changing government regulations, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its Projects and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful, this could lead to a diminution in the value of its Projects, a reduction in the cash reserves of the Company and possible relinquishment of part or all of its Projects.

Operating risks

In the event that the Company makes a decision to commence mining activities, there are significant risks in operating a mine and there is no guarantee that the Company will be able to achieve profitable production. In addition, the operations of the Company may be affected by various factors, including failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment. If the Company was to encounter these issues, it would have an adverse impact on the value of licences concerned and on the Group as a whole

Metallurgy risks

Metal and/or mineral recoveries are dependent upon the metallurgical process and, by its nature, contain elements of significant risk, such as:

identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;
developing an economic process route to produce a metal and/or concentrate; and
changes in mineralogy in the ore deposit, such as areas of increased oxidation, can result in inconsistent metal recovery.

Failure to address any of these risks would negatively affect the economic viability of a project.

Environmental risk

The operations and proposed activities of the Company are subject to Australian laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or field development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

The existence of environmentally sensitive areas and requirements for the Company to prepare necessary management plans and obtain additional approvals may impact or delay the Company's ability to carry out exploration or mining activities within the affected areas.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Although the Company believes that it is currently in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances, which could subject the Company to extensive liability.

Government authorities may, from time to time, review the environmental bonds that are placed on permits. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company's business, financial condition and results of operations.

Minimum expenditure requirements

In order to maintain an interest in its licences, the Company is committed to meet the conditions under which those licences were granted. The obligations of the Company are subject to minimum expenditure commitments required by Australian mining legislation. The extent of work performed on each licences may vary depending upon the results of the exploration program which will determine the prospectivity of the relevant area of interest. The Company is not currently in breach of its minimum expenditure commitments. There is a risk that if the Company fails to satisfy these minimum expenditure commitments in future, the licences may be subject to forfeiture proceedings by the Australian government authorities.

Native title risk

Native title rights and interests may exist or be asserted over areas covered by the Group's exploration licences. While licences validly granted in accordance with the Native Title Act 1993 (Cth) generally provide the holder with the right to conduct authorised activities, the existence or

determination of native title may require the Group to enter into agreements with native title holders or claimants. This may result in delays in obtaining access to land, additional compliance or compensation obligations, or restrictions on certain activities. Any such requirements could increase the Group's operating costs, delay exploration or development programmes, or otherwise adversely affect the Group's operations and the value of its projects.

Aboriginal cultural heritage

The Group's exploration licences may contain Aboriginal cultural heritage sites or objects protected under applicable legislation. The identification of such sites may require the Group to conduct heritage surveys, obtain additional approvals, or modify or restrict planned exploration or development activities. While no known heritage sites have currently been identified that materially impact the Group's planned exploration activities, the discovery of such sites may limit operations in certain areas of the Group's projects, result in delays to exploration programmes, and increase compliance costs.

Title and grant risk

Interests in all tenements in Australia are governed by state legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it work program, annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could be exposed to additional costs, have its ability to explore or mine the Projects reduced or lose title to, or its interest in, the Tenements if licence conditions are not met or if sufficient funds are unavailable to meet expenditure commitments.

If in the future the term of any of the Tenements are not renewed or extended, the Company may suffer damage through loss of the opportunity to discover and/or develop any mineral resources on these Tenements. There is a risk that renewals or extensions might not be granted or might be granted on terms and conditions which are unacceptable to the Company.

The Company has a 100% legal and beneficial interest in E 37/1599, E 37/1600 and E 45/6690, which are each an exploration licence application. There is a risk that applications may not be granted in their entirety or only granted on conditions unacceptable to the Company, or that such grant will be delayed. The applications therefore should not be considered as an asset of the Company. Information in respect of the applications is provided in this Prospectus to provide investors with sufficient information about each in the event such applications are granted.

The Group may face competition from other resource companies as well as third party financiers

When suitable acquisitions are identified, the Group is likely to be in competition with other resource companies as well as but not limited to private equity funds, mezzanine funds, investment banks, equity and non-equity based investment funds, and other sources of financing, including the public capital markets. Of the competition faced, it is likely that some of its competitors will have greater levels of financial resources, thus, they may have lower cost of funds and access to alternative funding sources and structures not available to the Group.

In addition, the risk profile of the Group in relation to its choice of assets may not allow the Group to consider as wide a variety of assets as some of the Group's competitors which may have higher risk tolerances or different risk assessments. This might result in competitors establishing relationships and building their market shares to the detriment of the Group. There is no assurance that the competitive pressures that the Group faces will not have a material adverse effect on its business, financial condition and results of operations. Also, because of this competition, the Group may not be able to take advantage of attractive opportunities and there can be no assurance that it will be able to identify and complete acquisitions that satisfy its business objectives or that will enable it to meet its acquisition and development criteria.

Whilst the Group has raised capital in £ Sterling, it will incur costs in Australian Dollars and other currencies.

The Group will incur certain costs in Australian Dollars and other currencies, but it has raised capital in £ Sterling. Fluctuations in exchange rates of the Australian dollar and other currencies to which it has been exposed against £ Sterling may materially affect the Group's translated results of operations. In addition, given the relatively small size of the Group, it may not be able to effectively hedge against risks associated with currency exchange rates at commercially realistic rates.

Accordingly, any significant adverse fluctuations in currency rates could have a material adverse effect on the Group's business, financial condition and prospects to a much greater extent than might be expected for a larger enterprise.

The Group may fail to complete further suitable acquisitions

The growth of the Group is dependent on its ability to successfully identify and acquire further suitable assets. The availability of potential assets will depend, inter alia, on the state of the global economy, general business conditions, the availability of alternative sources of finance and financial markets generally. The Group may be unable to identify targets at valuations that the Board believes will deliver sufficient returns for Shareholders. Even if the Group successfully identifies targets, the process remains subject to execution risk and there is no guarantee that acquisitions will complete. The Group can offer no assurance that it will be able to identify or complete acquisitions that are consistent with its strategy or that it will be able to fully deploy its available capital. In such circumstances, the Group will not be able to execute its strategy in full which may have an adverse impact on shareholder value.

RISKS RELATED TO THE GROUP'S RELIANCE ON THIRD PARTIES

The Group's assets and interests may not produce anticipated revenues or returns

Numerous factors may affect the financial performance of an asset or interest held by the Group and, in particular, the quantum of any distribution made to shareholders by the Group, or the ability of the Group to meet its business plan, will be subject to any downturn in its industry or negative economic conditions. Deterioration in any of the Group's Partner's financial condition and prospects may also be accompanied by a material reduction in the asset development completed by the Partners.

The success of the Group's assets and interests will, in part, be based on the accuracy of assumptions regarding the estimates of resources and the production estimates of operators or asset counterparties as well as the Group's ability to make accurate assumptions regarding the valuation, timing and amount of revenues to be derived from the Group's assets.

Until resources are produced, the amount and quality of resources must be considered as estimates only and therefore any value formulated by management is an estimate of market value. Any material change in the amount or quality of reserves may affect the economic viability of the Group's assets or interests. Fluctuation in commodity prices, results of drilling and production and the evaluation of development plans subsequent to the date of any estimate may require revisions of such estimates. The quality and volume of resources and production rates may not be the same as anticipated at the time of investment by the Group. Additionally, production estimates are subject to change, and actual production may vary materially from such estimates. No assurance can be given that any estimates of future production and future production costs with respect to any of the fields or assets underpinning the Group's assets or interests will be achieved and this could have a material impact on the Company's financial position

The Group is largely reliant on third parties for operational activity

The Group has no operational workforce and will be reliant on third party providers and suppliers to provide the services and equipment required for some of, if not all the Group's early-stage work programs and there can be no assurance that such third parties will be able to provide such services in the time scale and at the cost anticipated by the Group. Whilst it is not unusual for early-stage exploration companies to subcontract exploration activity to third parties, absent an operational workforce of its own the Group will be dependent and reliant upon such third parties and may be in competition with other parties for those services, which may impact the Group's estimates of timing and planning of its activities and, in turn, may threaten the ability of the Group to meet minimum work requirements which are conditions attached to its resource licences and concessions.

RISKS RELATED TO THE GROUP'S INDUSTRY

Global supply and demand could affect commodity prices

Commodity prices are influenced by global supply and demand dynamics and are subject to significant volatility. Factors such as changes in global economic conditions, industrial demand, production levels, inventory levels, and trading activity by market participants seeking to secure

access to commodities or hedge commercial risks may result in substantial fluctuations in commodity prices.

Any sustained decline in commodity prices could reduce the economic viability of the Group's projects, negatively impact the valuation of the Group's mineral assets and royalties, and adversely affect the Group's financial performance and prospects.

Commodity markets may also be affected by broader geopolitical, regulatory or sovereign developments that influence global supply or investor sentiment. While the Group seeks to mitigate such risks by maintaining exposure to multiple assets, commodity price volatility remains outside the Group's control and may materially affect the Group's operations and returns to Shareholders.

Minerals and currency price volatility

The Company's ability to proceed with the development of its mineral projects and benefit from any future mining operations will depend on market factors, some of which may be beyond its control.

Any future earnings are likely to be closely related to the price of precious and base metals and the terms of any off-take agreements that the Company enters into. The world market for minerals is subject to many variables and may fluctuate markedly. These variables include world demand for minerals that may be mined commercially in the future from the Company's project areas, forward selling by producers and production cost levels in major mineral-producing regions. Mineral prices are also affected by macroeconomic factors such as general global economic conditions and expectations regarding inflation and interest rates. These factors may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities. If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities will expose the potential income of the Company to commodity price and exchange rate risks.

Minerals are principally sold throughout the world in US dollars. The income and expenses of the Company will be taken into account in Australian currency. As a result, any significant and/or sustained fluctuations in the exchange rate between the Australian dollar and the US dollar could have a materially adverse effect on the Company's operations, financial position (including revenue and profitability) and performance. The Company may undertake measures, where deemed necessary by the Board, to mitigate such risks.

The Group's Mineral Interests from time to time will be exposed to risks of changes in government regulation and changing political attitudes and stability in the countries in which they are situated

The Group may from time to time own Mineral Interests where the properties' mining, processing, sales, exploration and future development activities are subject to various laws governing prospecting, mining, development, production, royalties and taxes, export licences, import tariffs, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. The Group also may, in the future, own interests in a number of jurisdictions where the government may seek to be a significant owner of the mineral property or may seek to appropriate the property outright without compensation.

Amendments to current laws and regulations governing operations at the mineral properties from time to time or more stringent implementation thereof could have a substantial adverse impact on the Group's mineral properties from time to time and cause increases in exploration expenses, capital expenditures, production costs, tariffs or taxes or reduction in levels of production at producing properties or require abandonment or delays in development of new mining assets. Additionally, from time to time certain of the Group's Mineral Interests could be statutory rather than contractual and to the extent the statutes applicable to such interests are amended, this could impact the level of payments or other amounts received from the relevant Mineral Interest.

Failure to comply with applicable laws, regulations, agreements and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of Mineral Interests may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Although the Directors intend that all mining activities in connection with its Mineral Interests from time to time are currently carried out in accordance with all applicable rules and regulations, the Directors may not be able to directly influence such matters and therefore no assurance can be given that its mineral properties' activities will be carried out in accordance with all applicable rules and regulations, or that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development of the mineral properties which could have a material adverse effect on the Group's Royalty related income, business, results of operations, financial condition and ability to pay a dividend.

The Group's mineral properties, interests and operations from time to time will require various government approvals, licences and permits, and delays or a failure to obtain, maintain or comply with the terms of any such property rights, permits and licences, could result in interruption or closure of operations, exploration or development on the properties. Many of the mineral rights, interests and agreements of the Group and its mineral properties from time to time will be subject to government approvals, licences and permits. Further, such licences and permits are subject to change in various circumstances. In addition, the granting, renewal and continued effectiveness of such approvals, licences and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. No assurance can be given that the Group and its mineral properties will be successful in maintaining any or all of the various approvals, agreements, licences and permits in full force and effect without modification or revocation. To the extent such approvals are required and not obtained, the Group's mineral properties from time to time may be curtailed or prohibited from continuing or proceeding with planned exploration or development of mineral properties, which could have a material adverse effect on the Group's income, business, results of operations, financial condition and ability to pay a dividend.

Safety, health and environmental exposures and related regulations may expose the Group to increased litigation, compliance costs, interruptions to operations, unforeseen environmental remediation expenses and loss of reputation

The natural resources sector involves extractive enterprises. These endeavours often make the sector a hazardous industry. The industry is highly regulated by health, safety, and environmental laws. The Group's operations may be subject to these kinds of governmental regulations in any region in which it operates including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Operations are subject to general and specific regulations and restrictions governing drilling and production, mining and processing, land tenure and use, environmental requirements (including site specific environmental licences, permits and remediation requirements), workplace health and safety, social impacts and other laws. The Group's operations may create environmental risks including dust, noise or leakage of polluting substances from its operations. The Group's mineral properties from time to time may need to address contamination at their properties in the future, either for existing environmental conditions, or for leaks or discharges that may arise from its ongoing operations or other contingencies. Contamination from hazardous substances, either at the mineral properties from time to time, or other locations for which the Group's mineral properties may be responsible may subject the operator and others to liability for the investigation and remediation of contamination, as well as for claims seeking to recover for related property damage, personal injury or damage to natural resources. Non-compliance with any environmental laws or regulations could result in the loss of permits or licences necessary for the operation of the mineral properties. Failing to adequately manage environmental risks or to provide safe working environments could cause harm to the Group's employees or the environment surrounding the operations site. Facilities are subject to closure by governmental authorities and the Group may be subject to fines and penalties, liability to employees and third parties for injury, statutory liability for environmental remediation and other financial consequences, which may be significant. The Group may also suffer impairment of reputation, industrial action or difficulty in recruiting and retaining skilled employees. Subsequent changes in regulations, laws or community expectations that govern the Group's operations could result in increased compliance and remediation costs. Any of the foregoing developments could have a materially adverse effect on the Group's results of operations, cash flows or financial condition.

Environmental legislation is evolving to mandate stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.

There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Group and its Royalty and stream properties' operations from time to time. There is no guarantee that the Group will not become subject to liability for environmental issues as a party with an interest in a mineral property. Environmental hazards, which are unknown at the present time and which have been caused by previous or existing owners or operators of properties, may exist on mineral properties or the properties on which the Group's mineral properties from time to time hold interests, and such hazards may cause the Group's mineral properties' to incur significant costs that could have a material adverse effect upon the Group's income, business, results of operations, financial performance and ability to pay a dividend.

The Group's industrial activities involve a number of operating risks and hazards, many of which are outside of the Group's control.

The Group's assets, interests and acquisitions are or will be, subject to numerous operating risks and hazards normally associated with the development and operation of natural resource projects, many of which are beyond the Group's control. These operating risks and hazards include unanticipated variations in grade and other geological problems, seismic activity, climatic conditions such as flooding or drought, metallurgical and other processing problems, technical failures, unavailability of materials and equipment, interruptions to power supplies, industrial actions or disputes, industrial accidents, labour force disruptions, unanticipated logistical and transportation constraints, tribal action or political protests, force majeure factors, environmental hazards, fire, explosions, vandalism and crime. These risks and hazards could result in damage to, or destruction of, properties or production facilities, may cause production to be reduced or to cease at those properties or production facilities, may result in a decrease in the quality of the products, may result in personal injury or death, environmental damage, business interruption and legal liability and may result in actual production differing from estimates of production. The realisation of such operating risks and hazards and the costs associated with them could materially adversely affect the Group's business, results of operations and financial condition, including by requiring significant capital and operating expenditures to abate the risk or hazard, restore their property or third-party property, compensate third parties for any loss and/or pay fines or damages.

The Group's mineral properties from time to time may be subject to evolving regulations related to climate change

A number of governments or governmental bodies have introduced, or are contemplating, regulatory changes in response to the potential impacts of climate change. Legislation and increased regulation regarding climate change could impose significant costs on the operators of the Group's mineral properties from time to time, including increased energy, capital equipment, environmental monitoring and reporting and other costs required in order to comply with such regulations. If an operator of a Royalty and stream property is forced to incur significant costs to comply with climate change regulation or becomes subject to environmental restrictions that limit its ability to continue or expand operations, the Group's revenues from that property could be reduced, delayed or eliminated.

The Group's assessment and estimation of the amount of reserves recoverable through the asset, interest or acquisition may be more than recovered

The Group may estimate or hire third party experts to estimate an asset, interest or acquisition target's resources and reserves. These estimations are subject to a number of assumptions, including the price of commodities, production costs and recovery rates. Variations in the market realities underlying the Group's or third-party expert's estimates and assumptions may result in material changes to its reserve estimates. Such changes may have a materially adverse impact on the financial condition and prospects of the Group.

RISKS RELATING TO THE GROUP'S RELATIONSHIP WITH THE DIRECTORS AND CONFLICTS OF INTEREST

The Group is dependent upon the Directors to identify potential assets, interests and acquisition opportunities and to execute the transactions and the loss of the services of the Directors could materially adversely affect it

The Group will rely heavily on a small number of key individuals, in particular the Directors, to identify potential assets and interests and to execute any transactions. The retention of their services cannot be guaranteed. Accordingly, the loss of any such key individual may have a material adverse effect on the Group's ability to identify potential acquisition opportunities and to execute the transactions. In addition, there is a risk that the Group will not be able to recruit executives of sufficient expertise or experience to identify and maximise any opportunity that presents itself, or that recruiting and retaining those executives is costlier or takes longer than expected. The failure to attract and retain those individuals may adversely affect the Group's ability to complete the transactions.

The Directors will allocate their time to other businesses leading to potential conflicts of interest in their determination as to how much time to devote to the Group's affairs, which could have a negative impact on the Group's ability to complete any transactions

None of the Directors are required to commit their full time or any specified amount of time to the Group's affairs, which could create a conflict of interest when allocating their time between the Group's operations and their other commitments. The Directors are engaged in other business endeavours. If the Directors' other business affairs require them to devote substantial amounts of time to such affairs, it could limit their ability to devote time to the Group's affairs and could have a negative impact on the Group's ability to consummate any transactions. In addition, although the Directors must act in the Group's best interests and owe certain fiduciary duties to the Group, they are not necessarily obligated under England and Wales law to present business opportunities to the Group.

Potential claim against a director

An adverse outcome in potential claims relating to Mr Evans' former directorship could adversely affect the Company. The liquidators of RB11 have alleged breaches of duty against the directors (including Mr Evans) in pre-action correspondence and have indicated an intention to pursue claims, although no proceedings have been issued as at the date of this Document. If claims are issued and succeed, Mr Evans could face liability and/or sanctions that may distract management time, damage reputation, and, in a severe case, impair his ability to continue to serve as a director of the Company. While Mr Evans disputes the allegations and intends to defend any claim, there can be no assurance as to outcome or timing. Any such proceedings could therefore have a material adverse effect on the Company's reputation, governance and execution of its strategy.

One or more Director may negotiate employment or consulting agreements with a target company or business in connection with any transactions. These agreements may provide for such Directors to receive compensation following any transaction and as a result, may cause them to have conflicts of interest in determining whether a particular acquisition is the most advantageous for the Group

The Directors may negotiate to remain with the Group after the completion of any transaction on the condition that the target company or business asks the Directors to continue to serve on the board of directors of the combined entity. Such negotiations would take place simultaneously with the negotiation of any transactions contemplated and could provide for such individuals to receive compensation in the form of cash payments and/or the securities in exchange for services they would render to it after the completion of any transaction. The personal and financial interests of such Directors may influence their decisions in identifying and selecting a target company or business. Although the Group believes the ability of such individuals to negotiate individual agreements will not be a significant determining factor in the decision to proceed with any transactions, there is a risk that such individual considerations will give rise to a conflict of interest on the part of the Directors in their decision to proceed with any transactions. The determination as to whether any of the Directors will remain with the combined company and on what terms will be made at or prior to the time of any transaction.

The Directors may in the future enter into related party transactions with the Group, which may give rise to conflicts of interest between the Group on the one hand and the Directors on the other hand

The Directors and one or more of their affiliates may in the future enter into other agreements with the Group that are not currently under contemplation. While the Group will not enter into any related party transaction without the approval of a majority of the non-conflicted Directors, it is possible that the entering into of such an agreement might raise conflicts of interest between the Group and the Directors.

The Directors are or may in the future become affiliated with entities, including other special purpose acquisition vehicles, engaged in business activities similar to those intended to be conducted by the Group, which may include entities with a focus on target companies or businesses similar to those being sought by the Group.

RISKS RELATING TO TAXATION

There can be no assurance that the Group will be able to make returns for Shareholders in a tax-efficient manner

It is intended that the Group will structure the Group, to maximise returns for Shareholders in as fiscally efficient a manner as is practicable. The Group has made certain assumptions, in conjunction with advice from paid consultants, regarding taxation. However, if these assumptions are not correct, taxes may be imposed with respect to the Group's assets, or the Group may be subject to tax on its income, profits, gains or distributions (either on a liquidation and dissolution or otherwise) in a particular jurisdiction or jurisdictions in excess of taxes that were anticipated. This could alter the post-tax returns for Shareholders (or Shareholders in certain jurisdictions). The level of return for Shareholders may also be adversely affected. Any change in laws or tax authority practices could also adversely affect any post-tax returns of capital to Shareholders or payments of dividends (if any, which the Group does not envisage the payment of, at least in the short to medium term). In addition, the Group may incur costs in taking steps to mitigate any such adverse effect on the post-tax returns for Shareholders.

RISKS RELATED TO THE GROUP'S LISTING AND ORDINARY SHARES

The New Ordinary Shares will dilute Shareholders' interests. Also, the Company may require future capital which may dilute Shareholders interest.

The Group will issue 600,700,363 New Ordinary Shares in aggregate. The dilutive effect will result in an overall dilution of 24.50% of existing holdings.

The Group may require additional financial resources in the future for further acquisitions after the working capital period covered by this Prospectus. The Group may therefore in the future seek to raise additional funds. No assurance can be given that any such additional financing will be available or that, if available, it will be available on terms favourable to the Group or the Shareholders. Any such fundraising(s) may also have a dilutive effect on existing Shareholders.

A listing on the Equity Shares (transition) category affords investors a lower level of regulatory protection than a listing in the Equity Shares (commercial companies) category

A listing in the Equity Shares (transition) category affords Shareholders a lower level of regulatory protection than that afforded to investors in a company with a listing in the Equity Shares (commercial companies) category, which is subject to additional obligations under the UKLR. A listing in the Equity Shares (transition) category does not permit the Company to gain a FTSE indexation, which may impact the valuation of the Ordinary Shares.

The market price for the Ordinary Shares may be affected by fluctuations and volatility

Stock markets have from time to time experienced severe price and volume fluctuations, a recurrence of which could adversely affect the market price for the Ordinary Shares. The market price of the Ordinary Shares may be subject to wide fluctuations in response to many factors, some specific to the Group and some which affect listed companies generally, including variations in the

operating results of the Group, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, general economic, political or regulatory conditions, overall market or sector sentiment, legislative changes in the Group's sector and other events and factors outside of the Group's control.

Investors may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable

Investments in Ordinary Shares may be relatively illiquid. There may be a limited number of Shareholders and this factor may contribute both to infrequent trading in the Ordinary Shares on the London Stock Exchange and to volatile share price movements. Investors should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. Admission should not be taken as implying that there will be an active trading market for the Ordinary Shares. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the issue price.

Ordinary Shares available for future sale

The Group is unable to predict whether substantial amounts of Ordinary Shares will be sold in the open market following Admission. Any sales of substantial amounts of Ordinary Shares in the public markets or the perception that such sales might occur could materially adversely affect the market price of the Ordinary Shares and the market capitalisation of the Group.

The Group may fail to pay dividends

The declaration, payment and amount of any future dividends of the Group are subject to the discretion of the Shareholders or, in the case of interim dividends to the discretion of the Directors, and will depend upon, amongst other things, the Group's earnings, financial position, cash requirements, availability of profits, as well as provisions for relevant laws or generally accepted accounting principles from time to time. As such, there can be no assurance as to the level of future dividends.

CONSEQUENCES OF A LISTING IN THE EQUITY SHARES (TRANSITION) CATEGORY

The Enlarged Share Capital will be admitted to the Equity Shares (transition) category of the Official List under to Chapter 22 of the UKLR, which sets out the requirements for companies listed on the Equity Shares (transition) category, and application with be made for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities. The Listing Principles set out in Chapter 2 of the UKLR also apply to the Company.

However, while the Company has a listing in the Equity Shares (transition) category, it is not required to comply with the provisions of, among other things:

Chapter 4 of the UKLR regarding the appointment of a sponsor to guide the Company in understanding and meeting its responsibilities under the UKLR in connection with certain matters. The Company has not and does not intend to appoint a sponsor in connection with the Admission. Companies listed on the Equity Shares (transition) category will not be required to appoint a sponsor unless they wish to transfer their listing to a category which requires the appointment of a sponsor including the Equity Shares (Commercial Companies) category;
Chapter 6 of the UKLR relating to the continuing obligations for companies admitted to the Equity Shares (Commercial Companies) category, which therefore does not apply to the Company;
Chapter 7 of the UKLR relating to significant transactions;
Chapter 8 of the UKLR regarding related party transactions;
Chapter 9 of the UKLR regarding further issues of shares and dealing in own securities by companies admitted to the Equity Shares (Commercial Companies) category. However, any dealings in the Company's securities are subject to other general restrictions, including those set out in the Market Abuse Regulation;
Chapter 10 of the UKLR regarding the form and content of circulars to be sent to shareholders of companies admitted to the Equity Shares (Commercial Companies) category; and
the UK Corporate Governance Code.

Companies with a listing in the Equity Shares (transition) category are not eligible for inclusion in the UK series of FTSE indices.

There are, however, a number of continuing obligations set out in Chapter 2 and Chapter 22 of the UKLR that are applicable to the Company. These include requirements as to:

Chapter 2 – Listing Principles

i) the taking of reasonable steps to establish and maintain adequate processes, systems and controls to enable it to comply with its obligations;
ii) the dealing with the FCA in an open and co-operative manner;
iii) the taking of reasonable steps to enable its directors to understand their responsibilities and obligations as directors;
iv) acting with integrity towards the holders and potential holders of its listed securities;
v) the treatment of all holders of the same class of its listed securities that are in the same position equally in respect of the rights attaching to those listed securities; and
vi) the communication of information to holders and potential holders of its listed securities in such a way as to avoid the creation or continuation of a false market in those listed securities.

Chapter 22 – Continuing Obligations

i) the forwarding of circulars and other documentation to the FCA for publication through the document viewing facility and related notification to a regulatory information service;
ii) the provision of contact details of appropriate persons nominated to act as a first point of contact with the FCA in relation to compliance with the Listing Rules and the Disclosure Guidance and Transparency Rules;

iii) the form and content of temporary and definitive documents of title;
iv) the appointment of a registrar;
v) the making of regulatory information service notifications in relation to a range of debt and equity capital issues;
vi) the requirement for at least 10 per cent. of the Ordinary Shares to be in public hands; and
vii) the requirement to comply with material related party transaction rules in DTR 7.3.

In addition, as a company whose securities are admitted to trading on a regulated market, the Company is required to comply with the Market Abuse Regulation and the Disclosure and Transparency Rules.

The Company notes that in case of an acquisition, the reverse takeover provisions set out in UKLR 22.3 may be triggered and the Company will comply with those provisions. If the Company undertakes a Reverse Takeover, the Company's listing in the Equity Shares (transition) category will be cancelled and the Company will need to apply for a listing in a different category of the Official List or a listing on another appropriate securities market or stock exchange. The Company may have its listing suspended in the event of a Reverse Takeover.

IT SHOULD BE NOTED THAT THE FCA DOES NOT HAVE THE AUTHORITY TO (AND DOES NOT) MONITOR THE COMPANY'S COMPLIANCE WITH ANY OF THE UKLR WHICH THE COMPANY HAS INDICATED THAT IT INTENDS TO COMPLY WITH ON A VOLUNTARY BASIS, NOR TO IMPOSE SANCTIONS IN RESPECT OF ANY FAILURE BY THE COMPANY SO TO COMPLY. HOWEVER, THE FCA WOULD BE ABLE TO IMPOSE SANCTIONS FOR NON-COMPLIANCE WHERE THE STATEMENTS REGARDING COMPLIANCE IN THIS DOCUMENT ARE THEMSELVES MISLEADING, FALSE OR DECEPTIVE.

IMPORTANT INFORMATION

NOTICES TO INVESTORS

In deciding whether or not to invest in Ordinary Shares prospective investors should rely only on the information contained in this Document. No person has been authorised to give any information or make any representations other than as contained in this Document and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Directors. Without prejudice to the Company's obligations under FSMA, POATR, PMR, UKLR, UK MAR and the Disclosure Guidance and Transparency Rules, neither the delivery of this Document nor any subscription made under this Document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Document or that the information contained herein is correct as at any time after its date of publication.

Prospective investors must not treat the contents of this Document or any subsequent communications from the Company, the Directors, or any of their respective affiliates, officers, directors, employees, or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters.

The section headed "Summary" in Part I of this Document should be read as an introduction to this Document. Any decision to invest in the Ordinary Shares should be based on consideration of this Document as a whole by the investor. In particular, investors must read the section headed 'Key Information on the Issuer' and 'Key Information on the Securities' of the Summary, together with the risks set out in the section headed "Risk Factors" on pages 10 to 20 of this Document.

This Document is being furnished by the Company in connection with an offering exempt from registration under the Securities Act solely to enable prospective investors to consider the purchase of Ordinary Shares. Any reproduction or distribution of this Document, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the Ordinary Shares hereby is prohibited.

This Document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer or invitation to subscribe for or buy, any Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation. The distribution of this Document in certain jurisdictions may be restricted. Accordingly, persons outside the UK who obtain possession of this Document are required by the Company and the Directors to inform themselves about, and to observe any restrictions as to the distribution of this Document under the laws and regulations of any territory in connection with any applications for Ordinary Shares including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. No action has been taken or will be taken in any jurisdiction by the Company or the Directors that would permit a public offering of the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this Document, other than in any jurisdiction where action for that purpose is required. Neither the Company nor the Directors accept any responsibility for any violation of any of these restrictions by any person.

The Ordinary Shares have not been and will not be registered under the Securities Act, or under any relevant securities laws of any state or other jurisdiction in the United States, or under the applicable securities laws of Australia, the Republic of South Africa, Canada, or Japan. Subject to certain exceptions, the Ordinary Shares may not be offered, sold, resold, reoffered, pledged, transferred, distributed, or delivered, directly or indirectly, within, into or in the United States, the Republic of South Africa, Australia, Canada or Japan or to any national, resident or citizen of the United States, Australia, the Republic of South Africa, Canada or Japan.

The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any federal or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Ordinary Shares or confirmed the accuracy or determined the adequacy of the information contained in this Document. Any representation to the contrary is a criminal offence in the United States.

Investors may be required to bear the financial risk of an investment in the Ordinary Shares for an indefinite period. Prospective investors are also notified that the Company may be classified as a passive foreign investment company for US federal income tax purposes. If the Company is so classified, the Company may, but is not obliged to, provide to US holders of Ordinary Shares the information that would be necessary in order for such persons to make a qualified electing fund election with respect to the Ordinary Shares for any year in which the Company is a passive foreign investment company.

Available information

The Company is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. For so long as any Ordinary Shares are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act, the Company will, during any period in which it is neither subject to section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide, upon written request, to Shareholders and any owner of a beneficial interest in Ordinary Shares or any prospective purchaser designated by such holder or owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Data protection

The Company may delegate certain administrative functions to third parties and will require such third parties to comply with data protection and regulatory requirements of any jurisdiction in which data processing occurs. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes:

verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
carrying out the business of the Company and the administering of interests in the Company;
meeting the legal, regulatory, reporting and/or financial obligations of the Company in the United Kingdom or elsewhere; and/or
disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.

Where appropriate it may be necessary for the Company (or any third party, functionary or agent appointed by the Company) to:

disclose personal data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective investors; and/or
transfer personal data outside of the EEA to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective investors as the UK.

If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to such a third party, agent, or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data.

In providing such personal data, investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective investors are responsible for informing any third-party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions.

Investment considerations

In making an investment decision, prospective investors must rely on their own examination, analysis and enquiry of the Company, this Document and the terms of the Admission, including the merits and risks involved. The contents of this Document are not to be construed as advice relating to legal, financial, taxation, investment decisions or any other matter. Investors should inform themselves as to:

the legal requirements within their own countries for the purchase, holding, transfer or other disposal of the Ordinary Shares;
any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of the Ordinary Shares which they might encounter; and
the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the Ordinary Shares or distributions by the Company, either on a liquidation and distribution or otherwise.

Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company's objective will be achieved over any given time period.

It should be remembered that the price of the Ordinary Shares and any income from such Ordinary Shares, can go down as well as up.

This Document should be read in its entirety before making any investment in the Ordinary Shares. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Articles, which investors should review.

Forward-looking statements

This Document includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should", "could" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this Document and include statements regarding the intentions, beliefs or current expectations of the Company and the Board concerning, among other things: (i) the Company's objective and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; and (ii) future deal flow and implementation of active management strategies, including with regard to any investment. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performances. The Company's actual performance, results of operations, financial condition, distributions to Shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this Document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to Shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this Document, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to:

the availability and cost of equity or debt capital for future transactions;
currency exchange rate fluctuations, as well as the success of the Company's hedging strategies in relation to such fluctuations (if such strategies are in fact used);
changes in the economic climate; and
legislative and/or regulatory changes, including changes in taxation regimes.

Prospective investors should carefully review the "Risk Factors" section of this Document for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision. For the avoidance of doubt, nothing in this paragraph constitutes a qualification of the working capital statement contained in paragraph 11 of Part IV of this Document.

Forward-looking statements contained in this Document apply only as at the date of this Document. Subject to any obligations under UKLR, the Disclosure Guidance and Transparency Rules, POATR, PRM and UK MAR, the Company undertakes no obligation publicly to update or review any

forward-looking statements, whether as a result of new information, future developments or otherwise.

Third party data

Where information contained in this Document has been sourced from a third party, the Company and the Directors confirm that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency presentation

Unless otherwise indicated, all references in this Document to "pounds sterling", "British pound sterling", "sterling", "£", or "pounds" are to the lawful currency of the UK.

No incorporation of website

The contents of any website of the Company or any other person do not form part of this Document.

Definitions

A list of defined terms used in this Document is set out in "Definitions" in Part V of this Document.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document 22 April 2026

Admission and commencement of unconditional dealings in the New Ordinary Shares 8.00 a.m. on 27 April 2026

CREST members' accounts credited 8.00 a.m. on 27 April 2026

All references to time in this Document are to London time unless otherwise stated.

ILLUSTRATIVE ISSUE STATISTICS

Number of Existing Ordinary Shares 1,851,047,904

Number of New Ordinary Shares to be issued 600,700,363

Enlarged Share Capital at Admission 2,451,748,267

Percentage of Enlarged Share Capital represented by the New Ordinary Shares 24.5 per cent.

Maximum number of Warrant Shares to be issued pursuant to the Fundraising Warrants 330,357,145

Maximum number of Shares to be issued pursuant to the Options 2,050,000

DEALING CODES

The dealing codes for the Ordinary Shares will be as follows:

ISIN GB00B44LQR57

SEDOL B44LQR5

TIDM CDL

DIRECTORS, AGENTS AND ADVISERS

Directors

Peter Huljich (Executive Chairman)
Tom Evans (Managing Director)
Emma Kinder Priestley (Non-Executive Director)

Company Secretary

Silvertree Partners LLP
167-169 Great Portland Street,
Fifth Floor,
London
England
W1W 5PF

Registered Office

167-169 Great Portland Street,
Fifth Floor,
London,
England
W1W 5PF

Financial Adviser

AlbR Capital Limited
3rd Floor
80 Cheapside
London, EC2V 6EE

Legal advisers to the Company

Bird & Bird LLP
12 New Fetter Lane
London
EC4A 1JP

Auditors

PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD

Registrar

Share Registrars Ltd
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR

Website

www.cdl-plc.com

PART I

INFORMATION ON THE COMPANY, ITS BUSINESS AND STRATEGY

Introduction

The Company was incorporated on 11 June 2007 as a public limited company under the name Latam Resources plc and with registered number 06275976. The Company initially remained dormant until it changed its name to Imperial Minerals PLC on 24 April 2010 and was admitted to the Aquis Stock Exchange ("AQSE") (then called PLUS Markets) on 24 November 2010.

On 3 June 2021, the Company was admitted to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities. The Company changed its name to its current name on 21 June 2021.

Following the replacement of the Standard Listing category on 29 July 2024, the Company equity shares have since been listed on the Equity Shares (transition) category.

The Group is focused on building a specialist early-stage natural resource investment and development business. The Group seeks to acquire, develop and manage a portfolio of mineral assets with a particular focus on gold and precious metals, through direct ownership, joint ventures, royalties and minority interests, where appropriate.

The Group's strategy is to pursue a disciplined and selective approach to asset acquisition and development, targeting projects with favourable geological characteristics, clear development pathways and exposure to jurisdictions with established regulatory frameworks.

The Group has strengthened its leadership team through the appointment of a new Chairman and Managing Director, with the objective of aligning governance, corporate capability and capital allocation with the Group's revised strategy.

The strategy is intended to remain targeted yet flexible with a focus on opportunities that can be advanced with modest capital investment and offer the potential for value creation through exploration success, project advancement or strategic transactions.

Group Strategy

The Group is focussed on building an active and disciplined resource project generator and mineral and royalty company.

Following a review undertaken by the revised board, the Group has divested a number of non-core and legacy assets, enabling capital to be reallocated into mineral exploration and project development opportunities. The strategy is centred on acquiring interests in early stage to advanced exploration assets and advancing them through targeted technical work, while seeking to retain long term upside through carried interests and/or minority equity positions and royalties. This approach provides exposure to potential exploration success and project development while managing capital intensity and risk.

The Group prioritises opportunities in stable and well-regulated jurisdictions, with a focus on projects where active involvement can enhance value. While full ownership is not a requirement, the Group seeks to secure positions of influence within its investments, allowing participation in key strategic and technical decisions and alignment with long term value creation.

The Group's strategy is to acquire and develop assets across the exploration to development spectrum, with the objective of realising value at appropriate stages of the project lifecycle. This may include advancing projects internally, partnering with third parties or monetizing assets through transactions that crystallise shareholder value in a timely manner.

The Directors believe that this disciplined and flexible approach is well suited to current market conditions within the exploration and mining sector. By continuously reviewing and optimising its asset portfolio and capital allocation, the Group aims to respond effectively to changing market opportunities and deliver sustainable long-term shareholder value.

Current Portfolio of Assets

As at the date of this Document, the Group owns the following portfolio of assets directly and indirectly through wholly owned subsidiaries, details of which are set out in the Table 1 below and are detailed in thereafter:

Table 1 List of Current Portfolio of Assets

Project	Tenement	Ownership	Type	Holder	Area (Km²)	Expiry
Paterson	E 45/6244		Exploration Licence	Mammoth Minerals Limited	152.24	08-Aug-29
Darlot West	E 37/1396		Exploration Licence	Mining Equities Pty Ltd	12.12	12-Aug-30
Paterson	E 45/5358	90%	Exploration Licence	Mammoth Minerals Limited	194.57	17-Aug-30
Paterson	E 45/5391	90%	Exploration Licence	Mammoth Minerals Limited	542.61	17-Aug-30
Crofton Gold	E 45/6690	100%	Exploration licence application	Mining Equities Pty Ltd	57.38	15-Oct-30
Darlot West	E 37/1599		Exploration licence application	Mining Equities Pty Ltd	45.42	—
Darlot West	E 37/1600		Exploration licence application	Mining Equities Pty Ltd	3.03	—

The Darlot West Project

The Darlot West project comprises one exploration license, E37/1396 and Two Exploration licence applications (ELA 37/1599 and ELA 37/1600 covering 60.6Km2, Figure 1 below.

The Darlot West Project is located in the Eastern Goldfields Region of Western Australia. Leinster is approximately 50Km to the west, Leonora is around 100Km south and Leinster is situated 140Km to the south-east. Access is via the Darlot to Yandal road and station tracks.

Geology

Regional Geology

The project is located in the Mt. Clifford to Weebo portion of the Norseman to Wiluna greenstone belt. The regional geology is dominated by northwest trending lineaments and layered sequences comprised of mafic extrusive and intrusive rock with intercalated felsic volcanic rocks.

Regionally, the sequence is intruded by granitoid rocks of tonalite or adamellite composition. Felsic dykes and quartz veins have developed late in the tectonic history. The quartz veins are associated with the introduction of gold mineralising fluids.

Local Geology

An undulating Tertiary clay profile covers parts of the tenement area, ranging in thickness from I-2m to an average of 10m. Recent weathering and erosion has exposed an Archaean derived clay and saprolite weathering zone across the majority of the tenement area, again with an undulating contact zone with Archaean basement rocks. Thickness of this zone varies from no cover to a maximum depth of 79m.

Archaean basement rocks consist of mafic gabbros and dolerites, with felsic granitic to dioritic intrusives. Minor ultramafic lamprophyre and felsic syenite is also found in the tenement area. Gabbro and dolerite are the most common basement rock found in outcrop, although the southwestern portion of the tenement contains outcropping granite bodies.

Figure 1: Crofton geology, sample locations and results (Source: Company Generated)

The Company has completed a rock chip sampling program over Darlot which has shown that historical mining shafts, outcrops and trenches are gold bearing, and metal detecting results have already shown coarse gold does occur on the project, as released in September.

Rock chip results returning over $10\mathrm{g / t}$ included:

65.75 g/t Au (2.11 ounces of gold per tonne)
40.44 g/t Au (1.30 ounces of gold per tonne)
27.23 g/t Au
19.79 g/t Au
15.89 g/t Au
15.40 g/t Au
14.39 g/t Au
13.99 g/t Au
12.66 g/t Au
12.45 g/t Au
10.78 g/t Au

Significant texture in the low-resolution magnetic data, indicates multiple large areas for targeted exploration. High-resolution airborne magnetics survey has been completed with results due shortly.

Crofton Gold Project

The Company holds a $100\%$ interest in the Crofton property, which consists of one exploration licence application E45/6690 covering $57\mathrm{km}^2$ . The Crofton licence covers much of the Boodalyerrie Mining Centre, which has recorded production from 1901 to 1910 of 588.4 ounces gold from 122 tonnes of ore at a reconciled average grade of $150\mathrm{g / t}$ gold

Crofton hosts a large area of hydrothermal alteration within the Yilgalong Granitoid, associated with a suite of prominent quartz veins. Historical exploration has been limited to surface sampling programs of stream sediment, soil and rock chip sampling.

Crofton geology, sample locations and results

Previous soil and rock chip sampling campaigns in 2021 at Crofton have defined new prospects and returned bonanza-grade gold results, up to $253\mathrm{g / t}$ gold and $215\mathrm{g / t}$ silver with visible gold being common in dumps adjacent to historic test pits, as set out in Table 2 below.

Figure 2: Crofton geology, sample locations and results (Source: Company Generated)

Table 2 Crofton Sample Results

Sample	East	North	Au	Au Rp1	Ag	As	Cu	Pb	Zn
RBR001	272804	7612956					152	1	74
RBR002	272631	7613964	0.01		2.4	12	11	63	36
RBR003	273096	7614200	0.02					26	59
RBR004	273077	7614201	0.09					23	36
RBR005	272647	7614202						28	30
RBR006	272598	7614156	0.01		0.7			2
RBR007	272946	7614406	0.01			46	141	29	88
RBR008	272945	7614308	0.23		21.5	11	119	256	64
RBR009	272995	7614605	0.01				14	12	10
RBR010	272600	7614603						17	27
RBR011	272446	7614599	0.06		24			18
RBR012	272733	7614807	0.04		3.6	364	47	537	208
RBR013	272900	7614805	0.01		1.1	20		23	25
RBR014	273007	7615201	0.01		1.5		103	16	13
RBR015	272606	7616488	48.63		17.3	18	12	62
RBR016	272606	7616488	0.37			14		10	27
RBR017	272507	7616717	62.48		48.1	62	15	128
RBR018	272547	7616993	0.24			53	19	38	1
RBR019	272058	7616158	0.15		0.9	13	2	84	24
RBR020	271979	7616182	20.61		10.4	53	123	155	37
RBR021	271983	7616197	12.24		6.1	138	17	2	29
RBR022	272345	7616301	253.59	263.67	215.3	121	52	540	42
RBR023	272583	7616305	4.81		4.8	44	50	2	12
RBR024	273516	7617341	0.43
RBR025	273563	7617299	0.29			19		72	83
RBR026	273553	7617290	0.03		22			84	55
RBR027	274581	7617600	0.02		0.6	138	17	44
RBR028	271005	7616589	195.53		150.5	641	226	906	70
RBR029	271001	7616591	0.98		0.9			13	18
RBR030	270943	7616646	10.22		15.3	77	68	64	15
RBR031	270811	7613379	0.19		1.1
RBR032	271147	7613327	2.78		5.6	70	1	33	131
RBR033	271755	7613184	0.68		12.9	23	14	31	10

Historic gold production from the area from 1901-1910 averaged 150 g/t gold.

Soil sampling results range up to 3g/t gold (Figure 2) with multiple trends identified over strike lengths exceeding one kilometre.

Rock chip sampling:

Observed visible gold in historic test pits

Waste dump and rock samples returned results including:

253g/t, 195g/t, 62g/t and 48g/t gold.

215g/t, 150g/t, 48g/t and 17g/t silver.

Soil sampling:

Anomalies delineated over multiple gold trends over substantial strike lengths exceeding one kilometre.
Peak gold result of 3g/t (3,000ppb) gold with numerous samples returning values in excess of 10ppb gold

Paterson Project

Cloudbreak has acquired a $90\%$ interest in the Paterson Project covering a land area of 888km2 in the Paterson Province of Western Australia, located only 40km southwest of the Telfer Gold-Copper Mine operated by Greatland Gold Plc, set at Figure 3 below.

Figure 3: Paterson Project Tenure (Source: Company Generated)

Tenure

The Project consists of three granted exploration licences E45/5358, E45/5391 and E45/6244 covering a land area of $888\mathrm{km}^2$ .

The ground is contiguous to the west of the Cottesloe base-metal project held by Wishbone Gold Plc.

Regional Geology

The Paterson Orogen is a 2,000km long arcuate belt of folded and metamorphosed sedimentary and igneous rocks that range in age from predominantly Palaeoproterozoic to Neoproterozoic with limited outcrops of Archaean rocks.

The eastern margin of the Paterson Orogen is masked by younger Proterozoic to Phanerozoic sedimentary rocks (Officer and Canning Basins) with sedimentary units of the late Proterozoic Savory Basin on-lapping to the southwest. The main outcropping stratigraphic packages across the bulk of the Paterson Project are the lowermost member of the Mesoproterozoic to Neoproterozoic Yeneena Group, the Coolbro Sandstone, and the Paleoproterozoic Rudall Metamorphic Complex.

Local Geology

The Paleoproterozoic Rudall Metamorphic Complex hosts the Central Tenements surrounding the Kintyre Uranium deposit. At and around Kintyre, the prospective Yandagooge Formation outcrops within the Yandagooge Inlier, consisting of a "basement high" of Rudall Metamorphic Complex surrounded by Neoproterozoic sandstone and Permian glacial tillite. The basement sequence has undergone a minimum of four deformation episodes and is unconformably overlain by Neoproterozoic sandstone and conglomerate deposits of the Yeneena Basin, which have seen at least one major deformation episode.

The dominant host-rock to mineralisation at Kintyre is a garnet-rich, chert-banded, calc-silicate magnetite schistose rock, sandwiched between carbonates and shales of the Yandagooge Formation. These are amphibolite facies metamorphosed rocks, later retrogressively metamorphosed to greenschist facies during or prior to the principal mineralisation phase. Late in syn-D3 or during D4 uranium-bearing, hydrothermal fluids were introduced into the system, depositing pitchblende within northeast dipping dilational zones developed in the S3 cleavage.

In the Kintyre area, the Yandagooge Inlier is surrounded by Coolbro Sandstone, which comprises a thick quartz sandstone sequence with intercalated carbonaceous mudstone and shale interbeds (Jackson & Andrew, 1990). The Coolbro Sandstone, which represents the basal formation of the low-grade metamorphic Neoproterozoic Yeneena Supergroup, exhibits a strong slaty cleavage and has been isoclinally folded and deformed around NW trending axes.

The Central Tenements around the Kintyre deposit are predominantly covered by outcropping northwest-southeast trending, northerly dipping, and folded Coolbro sandstone. Aeolian sand covers areas in the west-central and southeast portions of the tenement. It is believed that these areas are directly underlain by an inlier of the Yandagooge Formation Rudall Metamorphics (Jackson & Andrew, 1990). Rudall Metamorphics outcrop in the west-central area and near the south-eastern corner of the tenement. The north eastern edge of the tenement has outcropping northwest-southeast trending, northerly dipping, and folded Broadhurst Formation.

4. Trends

Current trends affecting the Group are set out below and displayed in Figure 4.

Industry trends

Demand for gold remains diverse covering investment, central bank reserves, jewellery and other adornments and technological uses. Its diversity continues to result in it having more resilience across economic cycles than other assets due to its long term wealth preservation.

Source: Bloomberg World Gold Council, December 1990 (www.gold.org/terms-and-conditions/propnol/prc/glm).
Figure 4 Gold has Outperforming Major Asset Classes in 2025 YTD Returns for Gold and Key Classes in USD, (Source: World Gold Council)

The gold mining industry has successfully embraced new technologies and operating models in recent years. This has enabled efficiency gains and competitive advantages to be achieved as well as increased social responsibility through greater engagement with local communities including those from indigenous groups

The gold industry is responding to challenges around trust and transparency by introducing technological solutions. These include traceability methods using blockchain technology and real-time environmental monitoring.

Market trends

During 2025, gold experienced a significant price increase of approximately $64.8\%$ , averaging US$3,446/oz in 2025, with daily fluctuations between US$2,624 (1/1/25) and US$4,534 (26/12/25). Figure 5 below shows the average closing price for each month of the calendar year.

Figure 5 Gold Price Average Monthly Market Close (Source: Market Data)

Key drivers of this increase include:

Geo-political and economic uncertainty caused, inter alia, by the conflicts in Ukraine and the Middle East;
Above average Central Bank accumulation in Q1 with further purchasing during the remainder of the year, Figure 6, with data taken from the links referenced;

Figure 6 Gold Purchases by Central Banks (Source: World Bank, April 2025 Commodity Markets Outlook)

https://www.gold.org/goldhub/research/gold-demand-trends/gold-demand-trends-q2-2025/ outlook#registration-type=google&just-verified=1

https://www.statestreet.com/us/en/insights/the-great-repricing-us-treasuries

Increase in institutional interest particularly with respect to Exchange Traded Fund; and
The expectation of interest rate cuts in the second half of 2025 increased gold's attractiveness.

Geographical trends

Australia has experienced a significant upturn in gold exploration activities supported by record investment, technological innovations and positive drill results. Highlights include:

Gold exploration across Australia rose $7.2\%$ to AUD431.5 million in Q3 2025 compared with Q2 2025 (AUD$402.5M) and significantly over Q2 2024 (AUD297.5M);
Western Australia remains the dominant hub for domestic mineral exploration activity, accounting for 64 per cent. of Australia's total exploration expenditure in 2024, set out at Figure 7;

Mineral Exploration Expenditure
Figure 7 Mineral Exploration Expenditure (Source: Australian Bureau of Statistics, March 2025)

Increasing use of use of advanced visualisation, AI, and machine learning to reinterpret historical data and define targets.
Government support is enabling exploration in underexplored areas, for example Western Australia incentive schemes

5. ESG Analysis

The Board recognises its responsibility to protect the environment and is fully committed to conserving natural resources and striving for environmental sustainability, by ensuring that its facilities are operated to optimise energy usage; minimise waste production; and protect nature and people. The Group is committed to the highest environmental, social and governance standards both internally within the Group and externally with its partners. The Group is committed to being a responsible entity in terms of the community and the wider environment.

The Board takes its ethical responsibilities to the communities and environment in which it works seriously. It abides by the local and relevant UK laws on anti-corruption and bribery. Wherever possible, local communities are engaged in the geological operations and support functions required for field operations, providing much needed employment and wider economic benefits to the local communities.

In addition, the Group follows international best practise on environmental aspects of our work. Its goal is to meet or exceed standards, in order to ensure it obtains and maintains the social licence to operate from the communities with which it interacts.

The Group has historically focused on investing in exploration efforts of resource projects and has no direct extraction operations. It supports its contractors, sub-contractors and investment companies in their efforts to adhere to a best practices approach towards ESG in all aspects of their operations.

The Group is committed to continually reviewing and updating its ESG policy and approach to ESG matters on a regular basis.

6. Reason for the Prospectus

This prospectus is being produced to provide the Company with the ability to issue further Ordinary Shares under the PRM related to the following matters:

1) 95,700,363 New Ordinary Shares to be issued in respect of the Stock Lending Agreement, further details of which are set out in paragraph 14.3 of Part IV of this document;
2) 2,000,000 New Ordinary Shares to be issued in respect of the Borrowing Fee, further details of which are set out in paragraph 14.3 of Part IV of this document;
3) 84,000,000 New Ordinary Shares to be issued in respect of the Director Engagement Share Issue;
4) 35,000,000 New Ordinary Shares to be issued in respect of the Director Fee Share Issue;
5) 330,000,000 New Ordinary Shares to be issued pursuant to Paterson Tenement Agreement, further details of which are set out in paragraph 14.7 of Part IV of this document;
6) 20,000,000 New Ordinary Shares to be issued pursuant to the CLN Conversion, further details of which are set out in paragraph 7.1.2 of Part IV of this document;
7) 34,000,000 New Ordinary Shares to be issued to certain creditors of the Company owed to them for their provision of services to the Company ("Creditor Share Issue"). The Creditor Share Issue includes:

a. the issue of 22,000,000 New Ordinary Shares to Clariden Capital Pty Ltd for the conversion of outstanding debt owed to Thomas Soloman by the Company aggregating £33,000 to be converted into equity at 0.15 pence per share; and
b. the issue of 12,000,000 New Ordinary Shares to certain other service providers of the Company for the provision of services.

8) the potential issue of up to 330,357,145 warrants to subscribe for Warrant Shares to the investors who participated in the recent placing of new Ordinary Shares and are entitled to receive Fundraising Warrants on the publication of this Prospectus, as announced by the Company on 22 January 2026 ("Warrant Issue"). No Warrant Shares will be issued or admitted to trading on Admission; they will only be issued and admitted at the time each Fundraising Warrant is exercised.

For the avoidance of doubt, no new funds are being raised in conjunction with the publication of this Prospectus.

7. CREST

CREST is the system for paperless settlement of trades in listed securities. CREST allows securities to be transferred from one person's CREST account to another's without the need to use share certificates or written instruments of transfer in accordance with the CREST Regulations.

The Articles permit the holding of Ordinary Shares in uncertificated form under the CREST system. Application has been made for the New Ordinary Shares to be admitted to CREST with effect from Admission. It is anticipated that the New Ordinary Shares will be delivered in uncertified form and settlement and dealings will take place through CREST on Admission. No temporary documents of title will be issued.

Accordingly, settlement of transactions in the New Ordinary Shares following Admission may take place within CREST if any Shareholder so wishes. However, CREST is a voluntary system and holders of New Ordinary Shares who wish to receive and retain share certificates will be able to do so.

8. Dividend Policy

The Group intends to pay dividends on the Ordinary Shares and in such amounts (if any) as the Board determines appropriate notwithstanding that the Board may retain future distributable profits

from the business, to the extent any are generated, to reinvest to achieve long term capital growth for its Shareholders.

The Group will only pay dividends to the extent that to do so is in accordance with the Act and all other applicable laws.

9. The Board and the Directors

Details of the Directors are set out below:

Peter Huljich, Aged 55, Executive Chairman

Mr Huljich currently serves as the Chairman of Zinc of Ireland NL, along with several subsidiaries, since 2023 and directorships at Mustang Incentive Pty Ltd, Pandd Recovery Pty Ltd and African Resource Consulting Pty Ltd, all in Australia. Additionally he is the Founder and Director at East Africa Oil & Gas Consulting Ltd since 2012. Previously he was Chairman at Amani Gold Ltd from 2021-2024, Macro Metals Ltd from 2019-2024, a Non-Executive Director at GoldOz Ltd from 2021-2024 and AVZ Minerals Ltd from 2019-2022. Mr Huljich graduated from the University of Western Australia in 1993 with an LLB Law and a BComm Accounting & Finance; he subsequently qualified as a solicitor and was admitted to the Legal Practice Board of Western Australia (LPBWA) in 1995. He worked for several investment banks in London subsequently moving to Kenya where he established East Africa Oil & Gas Consulting Ltd in 2012 and an Advisor for Power, Mining and Infrastructure at Industrial Promotion Services (IPS) from 2011-2018, returning to Australia in 2019 as a solicitor with Price Sierakowski Corporate.

Tom Evans, Aged 54, Managing Director

Mr Evans served as Chief Executive Officer of Pennpetro Energy PLC from 2016 to 2024. He was Founder and Chief Executive Officer of Caplain Capital Limited from 2012 to 2017, and acted as an advisor and Head of Merchant Wealth at Merchant Capital in 2012. From 2004 to 2011, he operated TME Consulting. Mr Evans founded Bishopsgate Capital Management Limited in 2001. Following its merger with Athanor Capital Partners Limited in 2004, he was appointed Chief Investment Officer. He began his career in 1989 at Extel Financial Limited and subsequently held positions at Barclays de Zoete Wedd Limited and RBC Dominion Securities Limited. He later served as a Director at CIBC World Markets Limited.

Emma Kinder Priestley, Aged 53 Non-Executive Director

Emma Priestley has some 25 years' experience in mining and financial services having worked with GVA Grimley and IMC Mackay & Schnellmann with contracts held at PT Anneka Tambang and PT Bukit Assam in Indonesia and with the World Bank in Central America and Africa. In 2000 she was appointed as Mining Analyst with investment bank Credit Suisse First Boston, before moving to the mining financial advisors VSA Resources, and Ambrian Partners, where she worked as corporate broker and adviser. In 2005, Emma was appointed to the main board of Lonrho Plc, which focussed on the development of business opportunities in infrastructure, transportation, support services and natural resources in Africa. Her role developed from analysing business opportunities and attracting investors to them, to acting as the Director on the ground until its successful takeover in 2014. She is currently CEO of Goldstone Resources Ltd, an operational gold mine in Ghana, and Non-executive Director to Cloudbreak Discoveries Plc CrossInvest Global Management Services Limited in Mauritius Corporate Financial Advisory an Investment Management to the general market. Emma is a graduate of Camborne School of Mines, is a Chartered Mining Engineer and Chartered Mineral Surveyor.

10. Corporate Governance

As a company with a Standard Listing (and, with effect from the Transition Date, a listing in the Equity Shares (Transition) category), the Group is not required to comply with the provisions of the UK Corporate Governance Code. Notwithstanding this, the Directors recognise the importance of maintaining high standards of corporate governance and are committed to operating in a transparent and responsible manner.

The Board has adopted the QCA Corporate Governance Code (the "QCA Code") as a framework for its governance arrangements and, insofar as is appropriate given the Group's size, stage of development and nature of its activities, seeks to comply with the principles of the QCA Code.

The Board meets regularly, and additionally as required, to consider matters requiring its attention. The Board is responsible for the overall management and strategic direction of the Group and for establishing the Group's policies and objectives. The Directors are collectively responsible for overseeing the Group's financial position and for monitoring the performance, operations and affairs of the Group on behalf of Shareholders, to whom they are accountable. The Directors' primary duty is to act at all times in the best interests of the Group.

The Board is also responsible for maintaining appropriate systems of internal control and risk management and has formally adopted policies addressing, among other matters, anti-corruption and bribery.

The Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and operating under written terms of reference.

The Board considers Emma Priestley to be the independent Non-Executive Director, in accordance with applicable governance guidelines.

Audit Committee

The Audit Committee currently comprises Emma Priestley (Chair) and Peter Huljich. The Audit Committee has primary responsibility for monitoring the integrity of the Group's financial statements, reviewing the effectiveness of the Group's internal control and risk management systems, and overseeing the relationship with the Group's auditors.

The Audit Committee reviews reports from the Company's auditors concerning accounting policies, financial reporting and internal controls and makes recommendations to the Board regarding the appointment, re-appointment and remuneration of the external auditors. The Audit Committee also monitors the independence and effectiveness of the external audit process.

The Audit Committee meets not less than three times per year, and more frequently if required.

Remuneration Committee

The Remuneration Committee currently comprises Peter Huljich (Chair) and Emma Priestley. The Remuneration Committee is responsible for reviewing and making recommendations to the Board on the remuneration policy for Directors and senior management.

This includes the structure and level of remuneration, incentive arrangements, bonus schemes and the grant of share options or other equity-based incentives, having due regard to the interests of Shareholders, market practice and the performance of the Group.

Market Abuse Regulation

The Company has adopted a share dealing policy which sets out the requirements and procedures for the Board and applicable employees' dealings in any of its Ordinary Shares in accordance with the provisions of UK MAR.

11. Capitalisation and Indebtedness

The following table shows the Company's capitalisation and indebtedness as at 31 March 2026 and has been extracted without material adjustment from the Company's unaudited management accounts.

| Total Current Debt | 31 March 2026
£ |
| --- | --- |
| Guaranteed | — |
| Secured | — |
| Unguaranteed and Unsecured | 18,600 |
| Total Non-Current Debt | |
| Guaranteed | — |
| Secured | — |
| Unguaranteed and Unsecured | — |
| Total Debt | — |
| Shareholder Equity | £ |
| Share Capital | 1,905,002 |
| Share Premium | 19,019,729 |
| Other Reserves | (19,285,185) |
| Total Shareholder Equity | 1,639,546 |

As at 21 April 2026, being the latest practicable date prior to the publication of this Document, there has been no material change in the capitalisation of the Company since 31 March 2026.
The following table sets out the unaudited net funds of the Company as at 31 March 2026 and has been extracted without material adjustment from the Company's unaudited management accounts.

| | 31 March 2026
£ |
| --- | --- |
| A. Cash | 1,713,452 |
| B. Cash equivalent | — |
| C. Trading securities | 31,760 |
| D. Liquidity (A) + (B) + (C) | 1,745,212 |
| E. Current financial receivable | — |
| F. Current bank debt | — |
| G. Current portion of non-current debt | — |
| H. Other current financial debt | 18,600 |
| I. Current Financial Debt (F) + (G) + (H) | 18,600 |
| J. Net Current Financial Indebtedness (I) – I – (D) | (1,726,612) |
| K. Non-current Bank loans | — |
| L. Bonds Issued | — |
| M. Other non-current loans | — |
| N. Non-current Financial Indebtedness (K) + (L) + (M) | — |
| O. Net Financial Indebtedness (J) + (N) | (1,726,612) |

12. Regulatory Disclosures

Summaries of the announcements made by the Company under the Market Abuse Regulation in the twelve months preceding the date of this Document are set out below:

Interim Results

On 25 March 2026, the Company released its interim results for the six months ended 31 December 2025.

Gold Plans at Darlot West and Crofton Projects, WA

On 20 March 2026, the Company provided an update on its planned gold exploration programs across the Company's Crofton and Darlot West projects in Western Australia

CDL Proceeds with acquisition of Paterson Project

On 9 February 2026, the Company announced that it is proceeding with the acquisition of 90% of the Paterson Gold-Copper-Molybdenum Project.

Multiple Gold Targets identified at Darlot West

On 28 January 2026 announced that hat multiple gold targets have been identified from a geological and structural interpretation based on the recently completed high resolution magnetic survey at Darlot West.

Silver and Gold Grades for Crofton Gold Project

On 26 January 2026, the Company announced further gold assays results and silver results from the site visit to the Crofton Gold Project

Positive Gold Results at Crofton & £1.85m Placing

On 22 January 2026, the Company announced gold assay results up to 162 grams per tonne of gold (g/t Au) at the Crofton Gold Project and a placing to raise gross proceeds of £1.85m.

Acquisition of Western Australian Gold Assets

On 21 January 2026, the Company announced the issue of new ordinary shares to conclude the acquisition of Darlot West Gold Project, Darlot West Expansion and Crofton Gold Project.

Exercise of Option to Acquire Crofton Gold Project

On 9 December 2025, the Company announced that it has decided to exercise the option to acquire exploration licence application E45/6690 covering 57km² known as the Crofton Gold Project.

Site Visit Completed to Crofton Gold Project

On 8 December 2025, the Company announced that the maiden site visit has been completed to the Crofton Gold Project

Site Visit Underway at Crofton Gold Project

On 27 November 2025, the Company announced that a helicopter-supported site visit is underway at the Crofton Gold Project.

Additional Option Exercise at Darlot West

On 24 November 2025, the Company confirmed that it will be exercising the option to acquire the additional land package at the Darlot West Gold Project ("Darlot West"). This is in addition to the initial land package option exercised on 22 September 2025 and increases the land held at Darlot West by five times.

Gold Targeting at Darlot West Gold Project

On 30 October 2025, the Company announced highly promising results from the initial trial geochemical soil sampling program from its Darlot West Gold Project

Final Results for the Year Ended 30 June 2025

On 27 October 2025, the Company announced its final results for the year ended 30 June 2025.

Record Gold Grade of 65 g/t at Darlot West

On 24 October 2025, the Company announced the excellent results from the recent rock chip sampling program from its Darlot West Gold Project.

Acquisition of Crofton Gold Project

On 9 October 2025, the Company announced that it has secured the exclusive option to acquire the Crofton Gold Project ("Crofton"), located 120 kilometres east-southeast of famous

Australian gold mining centre of Marble Bar and 75km northeast of the mining centre town of Nullagine in the Pilbara region of Western Australia.

Darlot West Gold Project Update
On 30 September 2025, the Company announced an update on exploration activities and future plans on the Darlot West Gold Project.
Darlot West Exploration Update and Option Exercise
On 22 September 2025, the Company announced the exercise of the option to acquire Phase 1 of Darlot West Gold Project ("Darlot West") that covers 60.6km².
Option to acquire 888km2 Au/Cu project in WA
On 3 September 2025, the Company announced that it had secured two months of exclusive due diligence across the Paterson Gold-Copper-Molybdenum Project, whereby the Company may acquire a 90% interest in the project via the issue of 330,000,000 shares to Mammoth Minerals Ltd, should it choose to proceed.
Work Starts on Expanded Darlot West Gold Asset
On 1 September 2025, the Company announced that it had commenced exploration over the expanded Darlot West Gold Project.
Placing of £600,000
On 28 August 2025, the Company announced that it had raised gross proceeds of £600,000 via a placing of 126,315,790 ordinary shares to one existing and two new strategic institutional investors.
Big Expansion in Gold Assets in Western Australia
On 26 August 2025, the Company announced the expansion of the Darlot West Gold Project acreage to 60.6km² under an exclusive option for a period of 90 days and a consideration of £5,000, with a final consideration of 11,000,000 ordinary shares in the Company if the option is exercised.
Sale of US Oil Assets and £300,000 Placing
On 22 August 2025, the Company announced the sale of its US assets to G2 Energy Corp., as well as a fundraise of £300,000 via a placing of 120,000,000 New Ordinary Shares to a new strategic investor.
Gold Grades Exceed Expectations at Darlot West
On 21 August 2025, the Company announced its results returned from its first gold sampling programme at the Darlot West Gold Project.
Exploration Update
On 30 July 2025, the Company announced an operational update for the first phase of its field-based exploration programme completed at the Darlot West Gold Project.
Commencement of Exploration at Darlot West
On 10 July 2025, the Company announced that it had commenced field-based exploration at the Darlot West Gold Project.
Acquisition and Corporate Update
On 23 June 2025, the Company announced that it had secured the exclusive option to acquire the Darlot West Gold Project for a consideration of £10,000 for a 90-day option period, with a final consideration of £25,000 and 25,000,000 ordinary shares in the company, or 50,000,000 ordinary shares in the company, payable upon the exercise of the option.
Board Appointment
On 9 June 2025, the Company announced the appointment of Mr Tom Evans as Managing Director with immediate effect.

Redefined Strategy and Portfolio Update/Fundraise

On 27 May 2025, the Company announced its redefined investment and acquisition strategy, as well as the completion of an agreement with Fitzroy Minerals Inc for the sale of a net smelter return royalty for the consideration of CAD $20,000, and a fundraise of £180,000 via a subscription for 120,000,000 New Ordinary Shares.

Board Update

On 2 May 2025, the Company announced that, further to the announcement of 19 March 2025, Mr. Andrew Male had resigned as director of the Company with immediate effect.

Interim Results

On 31 March 2025, the Company announced its interim results for the six months ended 31 December 2024.

Board Changes

On 19 March 2025, the Company announced the appointment of Mr. Peter Huljich as director and Executive Chairman of the Company with immediate effect. The Company also announced the intention of Mr. Andrew Male to resign as director of the Company.

Result of Annual General Meeting

On 12 March 2025, the Company announced that at the Annual General Meeting, all resolutions were duly passed.

PART II

FINANCIAL INFORMATION ON THE COMPANY

HISTORICAL FINANCIAL INFORMATION

This Document should be read and construed in conjunction with the annual report and accounts of the Company for the financial year ended 30 June 2025 together with the audit report on them and together with the audit report on them and the unaudited interim report and accounts of the Company for the six months ended 31 December 2025 ("the Accounts").

The table below sets out the sections of the Accounts which are incorporated by reference and form part of this Document. Only the parts of the Accounts identified in the table below are incorporated into and form part of this Document.

The parts of the Accounts which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Document. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information will not form part of this Document.

Reference Document	Information incorporated by reference into this document	Page numbers
The Company's Unaudited Interim Report and Accounts for the six months ended 31 December 2025. This can be viewed on the Company's website at: www.cdl-plc.com/company-documents	Review of Interim Period
Consolidated Statement of Financial Position
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements	1
3
4
5
6
7
The Company's Audited Report and Accounts Report for the year ended 30 June 2025. This can be viewed on the Company's website at: www.cdl-plc.com/company-documents	Company Information
Interim CEO's Report
Strategic Report
Directors' Report
Directors' Remuneration Report
Statement of Directors' Responsibilities
Corporate Governance Report
Independent Auditor's Report
Statements of Financial Position
Consolidated Comprehensive Income Statement
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Statements of Cash Flows
Notes to the Financial Statements	2
3
5
9
11
14
15
18
24
25
26
27
28
29

The Company's auditors included a material uncertainty relating to going concern in their audit report for the year ended 30 June 2025. The opinion is summarised as follows:

PART III

TAXATION

Taxation in the United Kingdom

The following information is based on UK tax law and HM Revenue and Customs ("HMRC") practice currently in force in the UK. Such law and practice (including, without limitation, rates of tax) is in principle subject to change at any time. The information that follows is for guidance purposes only. Any person who is in any doubt about his or her position should contact their professional advisor immediately.

An investment in the Company involves a number of complex tax considerations. Changes in tax legislation in any of the countries in which the Group has assets or in the United Kingdom (or in any other country in which a subsidiary of the Company through which an acquisition is made, is located), or changes in tax treaties negotiated by those countries, could adversely affect the returns from the Company to Investors.

Prospective Investors should consult their own independent professional advisers on the potential tax consequences of subscribing for, purchasing, holding or selling Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence including the consequences of distributions by the Company, either on a liquidation or distribution or otherwise.

Tax treatment of UK investors

The following information, which relates only to UK taxation, is applicable to persons who are resident in the UK and who beneficially own Ordinary Shares as investments and not as securities to be realised in the course of a trade. It is based on the law and practice currently in force in the UK. The information is not exhaustive and does not apply to potential investors:

i) who intend to acquire or may acquire (either on their own or together with persons with whom they are connected or associated for tax purposes), more than 10 per cent., of any of the classes of shares in the Company; or
ii) who intend to acquire Ordinary Shares as part of tax avoidance arrangements; or
iii) who are in any doubt as to their taxation position.

Such Shareholders should consult their professional advisers without delay. Shareholders should note that tax law and interpretation can change and that, in particular, the levels, basis of and reliefs from taxation may change. Such changes may alter the benefits of investment in the Company.

Shareholders who are neither resident nor temporarily non-resident in the UK and who do not carry on a trade, profession or vocation through a branch, agency or permanent establishment in the UK with which the Ordinary Shares are connected, will not normally be liable to UK taxation on dividends paid by the Company or on capital gains arising on the sale or other disposal of Ordinary Shares. Such Shareholders should consult their own tax advisers concerning their tax liabilities.

Dividends

Where the Company pays dividends no UK withholding taxes are deducted at source, Shareholders who are resident in the UK for tax purposes will, depending on their circumstances, be liable to UK income tax or corporation tax on those dividends.

UK resident individual Shareholders who hold their Ordinary Shares as investments, will be subject to UK income tax on the amount of dividends received from the Company.

Dividend income received by UK tax resident individuals will have a £500 annum dividend tax allowance. For the UK tax year 2025/2026, dividend receipts in excess of £500 will be taxed at 8.75% for basic rate taxpayers, 33.75% for higher rate taxpayers, and 39.35% for additional rate taxpayers. For the UK tax year 2026/2027, the ordinary tax rate will rise from 8.75% to 10.75%, and the higher rate from 33.75% to 35.75%. The additional tax rate remains unchanged at 39.35%. For the purposes of determining which of the taxable bands dividend income falls into, dividend income is treated as the highest part of a Shareholder's income. In addition, dividends within the annual

tax-free allowance (the nilrate band) which would otherwise have fallen within the basic or higher rate bands will use up those bands respectively and so will be taken into account in determining whether the threshold for higher rate or additional rate income tax is exceeded.

Shareholders who are subject to UK corporation tax should generally, and subject to certain anti-avoidance provisions, be able to claim exemption from UK corporation tax in respect of any dividend received but will not be entitled to claim relief in respect of any underlying tax.

Disposals of Shares

Any gain arising on the sale, redemption or other disposal of Ordinary Shares will be taxed at the time of such sale, redemption or disposal as a capital gain.

The rate of capital gains tax on the disposal of Ordinary Shares by basic rate taxpayers is 18 per cent. rising to 24 per cent. for higher rate and additional rate taxpayers. UK resident individual Shareholders have an annual exemption, such that capital gains tax is chargeable only on gains arising from all sources during the tax year in excess of this figure. The annual exemption is £3,000 for the tax year 2025/26.

For Shareholders within the charge to UK corporation tax, a disposal (or deemed disposal) of Ordinary Shares may give rise to a chargeable gain at the rate of corporation tax applicable to that Shareholder.

Subject to certain exemptions, the corporation tax rate applicable to its taxable profits is currently 25 per cent. for profits in excess of £250,000, with profits below £50,000 to be taxed at 19 per cent., and a marginal rate on profits between these values. The profit limits are reduced under certain circumstances, with close investment-holding companies not being entitled to the lower rate.

Further information for Shareholders subject to UK income tax and capital gains tax "Transactions in securities"

The attention of Shareholders (whether corporates or individuals) within the scope of UK taxation is drawn to the provisions set out in, respectively, Part 15 of the Corporation Tax Act 2010 and Chapter 1 of Part 13 of the Income Tax Act 2007, which (in each case) give powers to HM Revenue and Customs to raise tax assessments so as to cancel "tax advantages" derived from certain prescribed "transactions in securities".

Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

No UK stamp duty or SDRT will be payable on the allotment and issue of ordinary shares.

Most investors will purchase existing ordinary shares using the CREST paperless clearance system and these acquisitions will be subject to stamp duty reserve tax at 0.5%. Where ordinary shares are acquired using paper (i.e. non-electronic settlement) stamp duty will become payable at 0.5% if the purchase consideration exceeds £1,000.

The above comments are intended as a guide to the general stamp duty and SDRT position and may not relate to persons such as charities, market makers, brokers, dealers, intermediaries and persons connected with depositary arrangements or clearance services to whom special rules apply.

Inheritance tax

Shareholders regardless of their tax status should seek independent professional advice when considering any event which may give rise to an inheritance tax charge.

Ordinary Shares beneficially owned by an individual Shareholder will be subject to UK inheritance tax on the death of the Shareholder (even if the Shareholder is not resident in the UK); although the availability of exemptions and reliefs may mean that in some circumstances there is no actual tax liability. A lifetime transfer of assets to another individual or trust may also be subject to UK inheritance tax based on the loss of value to the donor, although again exemptions and reliefs may be relevant. Particular rules apply to gifts where the donor reserves or retains some benefit.

THIS SUMMARY OF UK TAXATION ISSUES CAN ONLY PROVIDE A GENERAL OVERVIEW OF THESE AREAS AND IT IS NOT A DESCRIPTION OF ALL THE TAX CONSIDERATIONS THAT MAY BE RELEVANT TO A DECISION TO INVEST IN THE COMPANY. THE SUMMARY OF CERTAIN UK TAX ISSUES IS BASED ON THE LAWS AND REGULATIONS IN FORCE AS OF

THE DATE OF THIS DOCUMENT AND MAY BE SUBJECT TO ANY CHANGES IN UK LAWS OCCURRING AFTER SUCH DATE. LEGAL ADVICE SHOULD BE TAKEN WITH REGARD TO INDIVIDUAL CIRCUMSTANCES. ANY PERSON WHO IS IN ANY DOUBT AS TO THEIR TAX POSITION OR WHERE THEY ARE RESIDENT, OR OTHERWISE SUBJECT TO TAXATION, IN A JURISDICTION OTHER THAN THE UK, SHOULD CONSULT THEIR PROFESSIONAL ADVISER.

PART IV

ADDITIONAL INFORMATION

RESPONSIBILITY STATEMENTS

The Company and each of the Directors whose names appear on page 28 of this Document, accept responsibility for all the information contained in this Document. To the best of the knowledge of the Company and each Director, the information contained in this Document is in accordance with the facts and this Prospectus makes no omission likely to affect its import.

COMPETENT AUTHORITY APPROVAL

This Document has been approved by the FCA. The FCA only approves this Document as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM. Such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this prospectus. Investors should make their own assessment as to the suitability of investing in the securities. This Document has been filed with the FCA and made available to the public in accordance with PRM 9.5.

INCORPORATION AND STATUS

3.1. The Company was incorporated and registered in England and Wales as a public company limited by shares on 11 June 2007 under the Companies Act 1985, with the name Latam Resources plc and registered number 06275976. The Company is domiciled in the UK.

3.2. Since its incorporation under the name 'Latam Resources plc', the Company has since changed its name to: 'Bristol City Football Investments plc' on 11 April 2008, 'Imperial Minerals plc' on 19 April 2010, 'Imperial X plc' on 7 January 2019 and 'Cloudbreak Discovery Plc' on 21 June 2021.

The current legal and commercial name of the Company is Cloudbreak Discovery Plc.

3.3. The Company's registered office is at 167-169 Great Portland Street, Fifth Floor, London, England, W1W 5PF. The head office and principal place of business of the Company, and the business address of each of the Directors, is at 167-169 Great Portland Street, Fifth Floor, London, England, W1W 5PF. The telephone number of the Company's head office and principal place of business is +44 7787182025. The address of the Company's website is www.CDL-PLC.com.

3.4. The Company was admitted to the FCA's Official List, by way of a Standard Listing, and to trading on the Main Market of the London Stock Exchange on 3 June 2021. Following the replacement of the Standard Listing category on 29 July 2024, the Company has since been listed on the Equity Shares (Transition) category.

3.5. The Company is not regulated by the FCA or any financial services or other regulator. The Company will be subject to UKLR and the Disclosure Guidance and Transparency Rules (and the resulting jurisdiction of the FCA), to the extent such rules apply to companies with a listing on the Equity Shares (Transition) category.

3.6. The Company was incorporated under the Companies Act 1985 (as then in force) and now operates under the Act and regulations made under the Act.

3.7. As at the date of this Document, the Company has four wholly owned subsidiaries or subsidiary undertakings, as set out below:

Name	Registered Office and country of incorporation/residence	Field of activity	% of share capital owned by the Company
Imperial Minerals (UK) Limited	England and Wales	Intermediate holding company	100%
Cloudbreak Discovery (Canada) Ltd.	British Columbia, Canada	Mineral Prospect Generation	100%
CDL Gold Pty Ltd	Western Australia	Gold exploration	100%
Cloudbreak Discovery (US) Ltd.	Delaware, United States of America	Dormant holding company	100%

3.8. The business of the Company and its principal activity is to act as an exploration company focused on the natural resource sector.

3.9. The ISIN of the Ordinary Shares is GB00B44LQR57.

3.10. The TIDM for the Ordinary Shares is CDL.

3.11. The Legal Identifier (LEI) of the Company is 213800ZLZVEPOS7YID88 and the SEDOL is B44LQR5.

4. SHARE CAPITAL

4.1. The Company's share capital consists of one class of Ordinary Shares with equal voting rights (subject to the Articles). All Shareholders have the same voting rights, and no Shareholder has any different voting rights from the other Shareholders.

4.2. The New Ordinary Shares will rank, upon allotment and issue, pari passu in all respects with the Ordinary Shares in issue on the date of the allotment and issue of the New Ordinary Shares.

4.3. The Ordinary Shares are freely transferable ordinary shares of £0.001 each and are denominated in UK Sterling, subject to the Act and the Articles.

4.4. The Ordinary Shares carry the following rights:

4.4.1. On a show of hands, each Shareholder has one vote and on a poll each Shareholder has one vote per Ordinary Share held.

4.4.2. The Ordinary Shares rank equally for dividends declared and for any distributions on a winding-up.

4.4.3. The Ordinary Shares rank equally in the right to receive a relative proportion of shares in the case of a capitalisation of reserves.

4.5. The issued and fully paid up Ordinary Share capital of the Company, as at the date of this document and as it is expected to be immediately following Admission, is as follows:

Amount fully paid up
	(£)	Number
As at the date of this Document
Ordinary Shares	0.001	1,851,047,904
As at the date of Admission
Ordinary Shares	0.001	2,451,748,267

4.6. Each New Ordinary Share to be issued will rank pari passu in all respects with each existing Ordinary Share and will have the same rights including voting and dividend rights and rights on a return of capital.

4.7. Pursuant to resolutions passed at the Company's annual general meeting held on 12 March 2025, the Directors were authorised, pursuant to Section 551 of the Act, to allot shares in the Company and to grant rights to subscribe for, or to convert any securities into, shares in the Company up to an aggregate nominal amount of £2,832,689.08. This authority expired (save as described below) on 2 March 2026. This authority was granted in substitution for all previous authorities conferred upon the Directors pursuant to Section 551 of the Act, but without prejudice to the allotment of any equity securities already made or agreed to be made pursuant to such authorities.

Notwithstanding the expiry of the above authority, the resolution granting such authority expressly provided that the Company may, before such expiry, make offer(s) or agreement(s) which would or might require shares to be allotted after such expiry, and that the Directors may allot shares in pursuance of any such offer(s) or agreement(s) notwithstanding the expiry of the authority. The Company entered into binding commitments to allot all of the New Ordinary Shares the subject of this Prospectus prior to 2 March 2026, and accordingly the Directors remain entitled to allot such Shares pursuant to this authority notwithstanding its expiry.

4.8. Pursuant to resolutions passed at the annual general meeting of the Company held on 12 March 2025, the Directors were empowered, in accordance with Section 570 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) wholly for cash pursuant to the authority referred to in paragraph 4.7 above as if Section 561(1) of the Act and any pre-emption provisions contained in the Articles did not apply to any such allotment. This power was limited to the allotment of equity securities:

4.8.1. in connection with an offer of equity securities to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings, and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise considered necessary (but subject to such exclusions or arrangements as the Directors deemed necessary or expedient in relation to treasury shares, fractional entitlements, record dates, and any legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange); and

4.8.2. otherwise than pursuant to paragraph 4.8.1 above, up to an aggregate nominal value of £2,832,689.08.

This power expired (save as described below) on 2 March 2026. This power was granted in substitution for all previous powers conferred upon the Directors pursuant to Section 570 of the Act, but without prejudice to the allotment of any equity securities already made or agreed to be made pursuant to such powers. Notwithstanding the expiry of the above power, the resolution granting such power expressly provided that the Company may, before such expiry, make offer(s) or agreement(s) which would or might require equity securities to be allotted after such expiry, and that the Directors may allot equity securities in pursuance of any such offer(s) or agreement(s) notwithstanding the expiry of the power. The Company entered into binding commitments to allot all of the New Ordinary Shares the subject of this Prospectus prior to 2 March 2026, and accordingly the Directors remain entitled to allot such Shares pursuant to this power notwithstanding its expiry.

5. REASON FOR ISSUE

This Document is being produced to provide the Company with the ability to issue further Shares under the PRM as follows:

5.1. 95,700,363 New Ordinary Shares to be issued in respect of the Stock Lending Agreement;

5.2. 2,000,000 New Ordinary Shares to be issued in respect of the Borrowing Fee;

5.3. 84,000,000 New Ordinary Shares to be issued in respect of the Director Engagement Share Issue;

5.4. 35,000,000 New Ordinary Shares to be issued in respect of the Director Fee Share Issue;

5.5. 330,000,000 New Ordinary Shares to be issued pursuant to Paterson Tenement Agreement;
5.6. 20,000,000 New Ordinary Shares to be issued pursuant to the CLN Conversion;
5.7. 34,000,000 New Ordinary Shares to be issued in respect of the Creditor Share Issue; and
5.8. 330,357,145 Warrant Shares to potentially be issued to the investors who participated in the placing announced by the Company on 22 January 2026 and who are entitled to receive Fundraising Warrants on the publication of this Prospectus.

6. MAJOR SHAREHOLDERS

6.1. As at the date of this Document and, in so far as is known to the Company, no person or persons, other than as set out in the table below, has an interest, (directly or indirectly), in voting rights representing three per cent. or more of the Company's Ordinary Shares (being the threshold set out in Chapter 5 of the Disclosure Guidance and Transparency Rules). Any person who is directly or indirectly interested in three per cent. or more of the Company's issued share capital, will be required to notify such interests to the Company in accordance with the provisions of Chapter 5 of the Disclosure Guidance and Transparency Rules, and such interests will be notified by the Company to the public.

	As at the date of this Document		As at the date of Admission
Shareholder	Ordinary Shares	% of issued ordinary share capital	Ordinary Shares	% of enlarged share capital on Admission
Hargreaves Lansdown (Nominees) Limited	384,243,304	20.8%	384,243,304	15.7%
Interactive Investor Service Nominees Limited	259,055,977	14.0%	259,055,977	10.6%
Pershing Nominees Limited	195,087,673	10.5%	195,087,673	8.0%
HSBC Global Custody Nominee (UK) Limited	119,318,635	6.4%	119,318,635	4.9%
Vidacos Nominees Limited	118,447,570	6.4%	118,447,570	4.8%
The Galleon 2023 Ltd	112,717,328	6.1%	112,717,328	4.6%
Lawshare Nominees Limited	102,289,105	5.5%	102,289,105	4.2%
Barclays Direct Investing Nominees Limited	75,115,178	4.1%	75,115,178	3.1%
Clariden Capital PTY Ltd	62,073,405	3.4%	62,073,405	2.5%

6.2. There are no differences between the voting rights enjoyed by the above persons and those enjoyed by the other holders of Ordinary Shares.

6.3. Other than the existing admission to the Equity Shares (transition) category of the Official List, and to trading on the Main Market, the Ordinary Shares are not admitted to dealings on any other recognised investment exchange, nor has any application for such admission been made, nor are there intended to be any other arrangements in place for there to be such dealings in the Ordinary Shares.

6.4. Save as otherwise disclosed in this Document, no person has any acquisition right over, and the Company has incurred no obligation over, the Company's authorised but unissued share capital or given any undertaking to increase the Company's capital.

6.5. Other than in respect of Ordinary Shares which may be issued pursuant to the deeds granting the Share Options (as set out below):

6.5.1. no unissued share or loan capital of any member of the Company is proposed to be issued or is under option or agreed, conditionally or unconditionally, to be put under option;

6.5.2. no share capital or loan capital of the Company is in issue and no such issue is proposed;
6.5.3. there are no acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital;
6.5.4. no persons have preferential subscription rights in respect of any share or loan capital of the Company; and
6.5.5. there is no present intention to issue any share capital of the Company nor is there an undertaking to increase the capital of the Company at the date of this Document.

7. OTHER SECURITIES

7.1. There are the following convertible securities, exchangeable securities, or other rights over securities in the Company:

7.1.1. Share Options

The Company has granted the following Share Options which are all outstanding as at the date of this Document:

a. 2,050,000 options over Ordinary Shares, each of which may be exercised at £0.025 per share at any time until the tenth anniversary of the date of vesting; and

Further details of these Share Options are as follows:

Optionholder	Number of Ordinary Shares under option	Exercise Price	Issue Date	Exercise Period	Vesting Period/ Condition
James Hamilton	400,000	£0.025	28 May 2020	10 years from vesting date	Options vested upon Listing
Russell Hardwick	400,000	£0.025	28 May 2020	10 years from vesting date	Options vested upon Listing
Emma Priestley	500,000	£0.025	28 May 2020	10 years from vesting date	24 equal monthly instalments from 1 June 2020
Rod Whyte	350,000	£0.025	28 May 2020	10 years from vesting date	24 equal monthly instalments from 1 June 2020
John Campbell Smyth	400,000	£0.025	28 May 2020	10 years from vesting date	24 equal monthly instalments from 1 June 2020

7.1.2. Convertible Loan Notes

On 11 July 2023 the Company issued Convertible Loan Notes providing for gross proceeds of £340,000 with a maturity of 31 January 2024 at an interest rate of 12% per annum. The noteholders may convert at any time following the publication of an FCA approved Prospectus by the Company at a conversion rate of the lesser of 5-day VWAP or £0.005. As at the date of this Document, £40,000 of the Convertible Loan Notes remains outstanding, plus interest.

The Ordinary Shares being issued pursuant to the CLN Conversion are being issued in satisfaction of the noteholders' right to convert into equity the Convertible Loan Notes that remain outstanding. The Company raised £340,000 upon the issue of those Convertible Loan Notes in July 2023, the funds for which were received at that time and applied towards the Company's general working capital. No new funds will be received by the Company upon the issue of these Ordinary Shares.

8. DIRECTORSHIPS AND INTERESTS

8.1. The Directors of the Company are:

8.1.1. Peter Huljich – Executive Chairman
8.1.2. Tom Evans – Managing Director
8.1.3. Emma Priestley – Non-Executive Director

8.2. The following is a list of the names of all companies and partnerships where the Directors have been a member of the administrative, management or supervisory bodies or partner at any time in the previous 5 years:

Position	Current directorships and partnerships	Previous directorships and partnerships
Peter Huljich	Geonomics Corporate Pty Ltd
Zinc Mines of Ireland Pty Ltd
LW Resources Pty Ltd
Zinc of Ireland NL
Avignon Resources Pty Ltd
Blue Lagoon Minerals Pty Ltd
Mustang Incentive Pty Ltd
African Resource Consulting Pty Ltd
East Africa Oil & Gas Consulting Ltd
Gemstar Resources Ltd	Northern Critical Minerals Pty Ltd
Diamond Rok Pty Ltd
FE Metals Limited
Goldoz Limited
Amani Gold Limited
Lyramid Pty Ltd
KCM Mining Holdings Pty Ltd
Macro Metals Limited (Formerly Kogi Iron Ltd)
AVZ Minerals Limited
Monkey Bells Investments Pty Ltd
Tom Evans	Pennpetro Green Energy Limited
Pennperto Greentec UK Limited
Pennpetro Greentec Limited
Pennpetro USA Corp
Resources Bonds 11 Limited (in liquidation)
Nobel Petroleum LLC	Greenxxcorp Equity Limited
Predator Oil & Gas Holdings PLC
Greenxxcorp Limited
Pennpetro Limited
Nobel Petroleum USA Inc
Skyward Equity PLC
Nobel Petroleum UK Limited
Pennpetro Energy PLC
Green Era Remediation Limited
New Asia Telecoms Group PLC
New Asia Telecom Limited
FHF Securities (A'asia) Limited
RRR Holdco Limited
Emma Kinder Priestley	Associated African Nickel Resources Limited
Camborne School of Mines Association Ltd
CrossInvest Global Management Services Ltd
GoldStone Resources Limited
Mining Education Training and Learning Limited
Oracle Power Plc	African Lion Agriculture (UK) Limited
African Resources Capital Ltd
Akorkerri Ashanti Mines Limited
Earlbourne Trading Limited
Santon Consultancy Services Limited

8.3. Except as disclosed in paragraph 8.4 below, as at the date of this Document, none of the Directors have:

8.3.1. any convictions in relation to fraudulent offences within the previous five years prior to the date of this Document;
8.3.2. any unspent convictions in relation to indictable offences;
8.3.3. been declared bankrupt or has been a director of a company or been a member of an administrative, management or supervisory body or a senior manager of a company within the previous five years prior to the date of this Document which

has entered into any bankruptcy, receivership, liquidation or administration proceedings;

8.3.4. been the subject of any official public incrimination and/or sanction by any statutory or regulatory authority (including any taxation authorities and designated professional body) within the previous five years prior to the date of this Document;

8.3.5. been disqualified by a court from acting as a director of any company or as a member of the administrative, management or supervisory bodies of any company or from acting in the management or conduct of the affairs of an company within the previous five years prior to the date of this Document;

8.3.6. any family relationship with any of the other Directors;

8.3.7. had any interest, direct or indirect, in any assets which have been or are proposed to be acquired or disposed of by or to the Company, or any such interest in any contract or arrangement subsisting at the date of this Document and which is significant to the business of the Company; or

8.3.8. any conflict of interest in performing his duties as a Director of the Company.

8.4. Tom Evans, the Company's Managing Director, is a director of Resources Bonds 11 Limited (in liquidation) ("RB11"). RB11 entered creditors' voluntary liquidation in December 2022. A progress report dated 7 January 2025 and filed at Companies House states that the liquidators' initial investigations "have revealed breaches by the directors of their statutory and fiduciary duties leading to various claims against the directors... letters before action have been issued" and that they are awaiting full responses. In October 2024 the liquidators' solicitors sent Mr Evans a letter before action alleging (among other matters) breach of directors' duties, misfeasance, transactions defrauding creditors, dishonest assistance, conspiracy, unjust enrichment, and wrongful/misfeasant trading in connection with a £2.0 million bond investment by Newscape Funds plc into RB11 (and a related loan to Nobel Petroleum LLC). As at the date of this Document, no claim has been issued against Mr Evans in the High Court, pre action correspondence continues and Mr Evans is engaging through his solicitors.

8.5. Based on information available to the Company, it considers the allegations against Tom Evans to be defensible and should formal proceedings be issued, and the Company will keep investors informed in accordance with its disclosure obligations as matters progress. Save as disclosed in this Document, there are no potential conflicts of interest between any duties owed by the Directors or senior managers to the Company and their private interests and/or other duties.

8.6. The interests of the Directors and their respective Connected Persons (within the meaning of section 252 of the Companies Act) in the issued share capital of the Company, on Admission, all of which are beneficial, are as follows:

Name	As at the date of this Document		As at Admission
	Number of Existing Ordinary Shares	Percentage of Existing Ordinary Share Capital	Number of Ordinary Shares	Percentage of Enlarged Share Capital
Peter Huljich	20,000,000	1.08%	68,000,000	2.77%
Tom Evans	—	—	36,000,000	1.47%
Emma Priestley	21,878,706	1.18%	56,878,706	2.32%

8.7. As at the date of this Document, the Directors and their respective connected persons hold the following Options over unissued Ordinary Shares of the Company:

Optionholder	Number of Ordinary Shares under option	Exercise Price	Issue Date	Exercise Period	Vesting Period/ Condition
Emma Priestley	500,000	£0.025	28 May 2020	10 years from vesting date	24 equal monthly instalments from 1 June 2020
Tom Evans	—	—	—	—	—
Peter Huljich	—	—	—	—	—

8.8. The Board and the Remuneration Committee are in the process of finalising the terms of a discretionary long-term incentive plan for directors and any employees of the Company, with a view to ensuring that the Company develops a plan that is aligned with the Company's long-term strategy and best serves the Company and Shareholders.

8.8.1. Grant of Awards: The incentive plan is expected to include the potential to grant awards in the form of options, conditional awards or restricted shares over shares representing up to approximately ten (10) per cent. of the Company's issued share capital over a rolling ten year period. Within this limit, no more than five (5) per cent. shall be used for discretionary or executive share schemes, in line with Investment Association dilution guidelines.

8.8.2. Eligibility to participate: Awards may be granted to employees and directors of the Company and its subsidiaries and, where appropriate, to other eligible participants as determined by the Board.

8.8.3. Satisfaction of Awards: Awards may be satisfied by the issue of new shares, the transfer of treasury shares, or by the use of the market-purchased shares, including through an employee benefit trust in each case in accordance with applicable law and the Investment Association dilution principles, which will be established in due course and will consider factors such as market practice for similar companies as well as seek independent advice.

8.8.4 General: The detailed terms of the incentive plan and any awards granted under it may be refined by the Board and the Remuneration Committee, having regard to market practice for similar companies and, where appropriate, independent advice.

8.9. The Board shall at all times use its reasonable endeavours to keep available sufficient authorised but unissued Ordinary Shares to satisfy the exercise of all Options which the Board has determined will be satisfied by the issue of New Ordinary Shares.

8.10. Save as disclosed in this paragraph 5, as at the date of this Document, neither the Directors nor senior managers or members of the administrative, management or supervisory bodies of the Company have any interests in options or warrants or in the existing Ordinary Shares.

8.11. The Directors have no interests, whether direct or indirect, in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company taken as a whole and which was effected by the Company during the current financial year, or since incorporation, and which remains in any respect outstanding or unperformed.

8.12. The Company is not aware of any person who exercises, or could exercise, directly or indirectly, jointly or severally, Control over the Company.

8.13. There are no arrangements known to the Company, the operation of which may at a subsequent date result in a Change of Control of the Company.

DIRECTORS CONTRACTS

Executive Directors

9.1. Peter Huljich

Peter Huljich entered into a letter of appointment with the Company dated 15 May 2025 under the terms of which he agreed to act as an Executive Chairman of the Company with effect from 15 March 2025. The appointment was for an initial term of twelve (12) months (subject to re-election by Shareholders by the Articles) and is terminable earlier by the Company in various specified circumstances, and in any event by either party on three (3) month's prior written notice.

The Company has agreed that Mr Huljich shall receive an annual fee of £60,000 gross for his services as an Executive Chairman, which shall be payable in shares at the Company at an agreed rate of 4,000,000 shares per month (with such shares being issued by the Company out of the available headroom or upon issue of Prospectus at the Company's discretion).

The letter of appointment is governed by English law.

9.2. Tom Evans

Tom Evans entered into a letter of appointment with the Company dated 6 June 2025 under the terms of which he agreed to act as an Executive Director of the Company with effect from 9 June 2025. The appointment was for an initial term of twelve (12) months (subject to re-election by Shareholders by the Articles) and is terminable earlier by the Company in various specified circumstances, and in any event by either party on three (3) month's prior written notice.

The Company has agreed that Mr Evans shall receive an annual fee of £36,000 gross for his services as an Executive Director, together with 3,000,000 shares in the Company per month of service for the first 12 months (with such shares being issued by the Company out of the available headroom or upon issue of this Document at the Company's discretion).

The letter of appointment is governed by English law.

Non-Executive Directors

9.3. Emma Priestley

Emma Priestley entered into a letter of appointment with the Company dated 01 April 2022 under the terms of which she agreed to act as a Non-Executive Director of the Company. The appointment was for an initial term of twelve (12) months (subject to re-election by Shareholders as required by the Articles) and is terminable earlier by the Company in various specified circumstances and in any event by either party on three (3) months' prior written notice. The letter of appointment was varied by a deed of variation dated 01 July 2023 pursuant to which Ms Priestley was to receive an annual fee of £36,000 gross for her services as a Non-Executive Director. However, pursuant to a meeting of the Company's remuneration committee on 16 June 2024, it was agreed that Ms Priestley's fees would be reduced to £2,000 per month, effective from 01 April 2024. Ms Priestley's monthly fee increased to £3,000 per month, effective from 1 March 2026, pursuant to Remuneration Committee in March 2025.

The letter of appointment is governed by English law.

WORKING CAPITAL

The Company is of the opinion that the working capital available to the Group, is sufficient for its present requirements, that is for at least 12 months from the date of this Document.

SIGNIFICANT CHANGE

There has been no significant change in either the financial position or financial performance of the Group since 31 December 2025, being the date to which the last Company financial information has been published, to the date of this Document.

12. LITIGATION

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company or any company within the Group, is aware) during the period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company and/or the Group.

13. TAKEOVER CODE, MANDATORY BIDS, SQUEEZE-OUT AND SELL-OUT RULES RELATING TO ORDINARY SHARES

13.1. Takeover Code

13.1.1. Other than as provided by the Takeover Code and Chapter 28 CA 2006, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules that apply to the Ordinary Shares.

13.1.2. The Takeover Code is issued and administered by the Takeover Panel.

13.1.3. The Takeover Code applies to the Company and Shareholders are entitled to the protection afforded by the Takeover Code.

13.1.4. There have been no public takeover bids for the Company's shares.

13.2. Mandatory bids

Under Rule 9 of the Takeover Code, if an acquisition of an interest in Ordinary Shares were to increase the aggregate holding of the acquirer and persons acting in concert with it to interests in shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending on the circumstances, the persons acting in concert with it would be required (except with the consent of the UK Panel on Takeovers and Mergers) to make a cash offer for all of the remaining Ordinary Shares not held by that party (or those parties). Any such offer must be in cash (or accompanied by a cash alternative) at not less than the highest price paid by the acquirer or any person acting in concert with it for an interest in shares in the Company during the previous 12 months.

A similar obligation to make a mandatory cash offer would also arise on an acquisition of an interest in Ordinary Shares in the Company by a person who (together with persons acting in concert with it) is interested in shares which in the aggregate carry between 30 per cent. and 50 per cent. of the voting rights in the Company if the effect of the acquisition were to increase the percentage of shares carrying voting rights in the Company in which that person is interested.

14. MATERIAL CONTRACTS

The following is a summary of each material contract (other than contracts entered into in the ordinary course of business) to which any member of the Group (including any entity that had been amalgamated into any member of the Group) is a party, for the two years immediately preceding the publication of this Document, and each other contract (not being a contract entered into in the ordinary course of business) entered into by the Group which contains any provisions under which the Group has an obligation or entitlement which is material to the Group as at the date of this Document:

14.1. Exploration Agreement

On 20 February 2024, the Company entered into a three year exploration agreement with Smackover Resources LLC, a wholly owned subsidiary of Lonestar Lithium Inc. ("Lonestar"), for the acquisition of the Company's proprietary database of lithium targets, which includes regional modelling and data compilation, in the State of Texas. Pursuant to the terms of the exploration agreement, the Company:

has acquired 2 million shares in Lonestar;
will be paid a fee of US$25,000 each time a Qualifying Transaction property is generated from the database (as defined in the exploration agreement); and

— has a 0.5% Royalty on all lithium produced on each Qualifying Transaction property (as defined in the exploration agreement).

14.2. AlbR Financial Adviser Engagement Letter

On 27 August 2025 the Company entered into an engagement letter with AlbR pursuant to which AlbR was appointed as the Company's financial adviser in connection with the publication of this Document. Under the terms of this engagement letter, AlbR will, amongst other things, provide advice and guidance to the Company in relation to the preparation and publication of this Document. In consideration of its services, AlbR is entitled to all reasonably incurred costs, expenses and disbursements.

14.3. Stock Lending Agreement with Crestmont Invest Ltd

On 27 August 2025 the Company entered into a stock lending agreement with Crestmont Invest Ltd ("Crestmont"). In connection with the Company's announced placing on 28 August 2025 to raise £600,000 by way of a placing of 126,315,790 ordinary shares at a placing price of £0.00475 (the "Placing"), pursuant to the stock lending agreement (the "Stock Lending Agreement") and subsequent borrowing request made by the Company to Crestmont on 1 September 2025, Crestmont agreed to transfer 95,700,663 ordinary shares to Marex Financial for the purposes of allowing the Company to settle the Placing. Under the terms of the Agreement, Company is obliged to deliver 95,700,663 ordinary shares (the "Equivalent Shares") to Crestmont no later than by close of business on 31 January 2026 (or such later date as may be agreed in writing), subject to having the requisite authorities and procuring admission of the Equivalent Shares to the Official List (Equity Shares (transition) category) and to trading on the Main Market of the London Stock Exchange. No fee or interest is payable and no collateral is transferable to Crestmont in respect of the loan. The Agreement contains standard events of default provisions, and customary representations and warranties from both parties. The Agreement is governed by English law.

The Equivalent Shares are being issued to repay the stock loan made by Crestmont. The stock loan was entered into to enable settlement of the Company's placing announced on 28 August 2025, pursuant to which the Company raised £600,000. Those funds were received by the Company at the time of the Placing and have been applied towards the Company's general working capital. No new funds will be received by the Company upon the issue of the Equivalent Shares.

The Company has agreed to pay Crestmont a borrowing fee of 2,000,000 ordinary shares, to be issued following the publication of this document (the "Borrowing Fee").

14.4. Royalty Repurchase Agreement with Fitzroy Minerals Inc

On 11 April 2025 the Company entered into a royalty repurchase agreement with Fitzroy Minerals Inc. ("Fitzroy"). Pursuant to a royalty agreement dated 16 June 2022, Fitzroy had granted to the Company a net smelter return royalty (the "NSR") on the production of metals and minerals from the Caribou Claims located in British Columbia, Canada, and under the repurchase agreement, Fitzroy agreed to repurchase from the Company the NSR. The purchase price for the NSR was CAD$20,000, payable to Company. The agreement contained among others, customary representations and warranties from both parties, including that the Company has good and sufficient right and authority to transfer all legal and beneficial right, title and interest in the NSR free and clear of any liens, charges or encumbrances. The agreement is governed by the laws of British Columbia and the laws of Canada applicable therein, with the parties irrevocably attorning to the jurisdiction of the arbitrators and courts of British Columbia.

14.5. Darlot Project – Option and Sale Agreements for licences E37/1396, E37/1599 and E37/1600

On 22 June 2025, the Company entered into an option and sale and purchase agreement ("Darlot Agreement 1") with Mining Equities Pty Ltd ("ME") and David Anthony Lenigas ("DL", together the "Vendors") in respect of exploration licence E37/1396. On 26 August 2025, the Company entered into a further option and sale and

purchase agreement with the same Vendors in respect of exploration licences E37/1599 and E37/1600 ("Darlot Agreement 2", together with the Darlot Agreement 1, the "Darlot Agreements").

Under Darlot Agreement 1, the Vendors granted the Company an exclusive 90-day option to acquire a 90% interest in E37/1396 for an option fee of £10,000, and under the Darlot Agreement 2, the Vendors granted the Company an exclusive 90-day option to acquire a 90% interest in E37/1599 and E37/1600 for an option fee of £5,000. On 22 September 2025, CDL Gold Pty Ltd (the Company's designated subsidiary) exercised the option in respect of E37/1396 with a settlement date on or before 31 January 2026. On 24 November 2025, CDL Gold Pty Ltd (the Company's designated subsidiary) exercised the option in respect of E37/1599 and E37/1600 with a settlement date on or before 31 January 2026.

The consideration for E37/1396 comprises the issue of 50,000,000 ordinary shares at a deemed issue price of 0.1p (with 2/3 to be issued to ME and 1/3 to be issued to DL, respectively), with shares to be issued on or before 31 January 2026 ("Darlot Tranche 1 Shares"). The consideration for E37/1599 and E37/1600 comprises the issue of 11,000,000 shares at a deemed issue price of 0.1p (with 2/3 to be issued to ME and 1/3 to be issued to DL, respectively), with shares to be issued on or before 31 January 2026 ("Darlot Tranche 2 Shares", together with Darlot Tranche 1 Shares, the "Darlot Shares"). The agreements contain customary Vendor warranties including as to title, beneficial ownership, absence of encumbrances, compliance with exploration requirements and applicable laws, and native title arrangements, and are governed by the laws of Western Australia.

14.6. Crofton Project – Tenement Acquisition Option Agreement

On 9 October 2025, the Company entered into a binding term sheet (the "Crofton Tenement Agreement") with ME, DL (as defined at paragraph 10.5), and Raiden Resources Limited ("RRL") for the grant of an exclusive option to acquire exploration licence application E45/6690. The Company has paid an option exercise fee of £10,000 for an exclusive option period of two months. On 9 December 2025, CDL Gold Pty Ltd (the Company's designated subsidiary) exercised its option with a settlement date on or before 31 January 2026.

The consideration at completion (which is subject to the satisfaction (or waiver) of the Conditions (as defined below)) comprises the following shares in the Company: 26,000,000 shares to ME, 20,000,000 shares to DL and 10,000,000 shares to RRL (all at a deemed issue price of £0.00001 per share), plus a 1.5% net smelter return royalty over all minerals produced from the tenement area to ME, to be governed by a formal royalty deed based on the form of the standard 'Example Minerals Royalty Deed – Approved Version 2' published by the Energy & Resources Law Association.

Completion is subject to conditions ("Conditions") including satisfactory due diligence, execution of definitive transaction documents, obtaining all necessary shareholder and regulatory approvals (including under the ASX Listing Rules, Corporations Act, London Stock Exchange Rules, Companies Act and mining laws), and obtaining all necessary third-party consents. The agreement contains standard seller warranties including amongst others, tenement status and ownership, compliance with laws and tenement conditions, litigation, environmental liabilities, and is governed by the laws of Western Australia.

14.7. Paterson Project – Tenement Acquisition Term Sheet

The Company entered into a binding terms sheet dated 8 February 2026 with Mammoth Minerals Limited ("MML") for the acquisition of a 90% interest in exploration licences E45/5358, E45/5391 and E45/6244 located in Western Australia (the "Paterson Tenement Agreement"). The consideration comprises 100,000,000 shares in the Company at a deemed issue price of £0.0001 per share at Completion (which occurs 5 business days after the satisfaction (or waiver) of all the Conditions (as defined below)), plus up to 230,000,000 deferred consideration shares (in four tranches of 57,500,000 shares each) at a deemed issue price of £0.0001 per share, payable upon satisfaction of specified

exploration milestones on or before 31 December 2029. MML will retain a 10% free carried interest in the tenements until the completion of a JORC-compliant definitive feasibility study with a positive NPV, after which the parties will fund their respective interests pursuant to a standard form ERLAW mining joint venture agreement.

14.8. Fundraising Warrants

On 22 January 2026 the Company announced that it had raised gross proceeds of £1,850,000 via a placing of 330,357,145 new Ordinary Shares at a placing price of 0.56 pence per share from existing institutional investors. It was further announced that the Company would also be issuing 330,357,145 warrants on the publication of this Prospectus, such warrants to be exercisable at a 50% premium to the placing price of 0.56 and to have a three-year term ("Fundraising Warrants"). The funds raised from the issue of the new Ordinary Shares and the exercise of the Fundraising Warrants will be used to accelerate the enhancement of the Company's asset portfolio and for general working capital.

15. CONSENT

15.1. Save for the remuneration payable in respect of its role as auditor to the Company, PKF Littlejohn LLP does not have a material interest in the Company or any other member of the Group.

15.2. AlbR has given and has not withdrawn its written consent to the issue of this Document with the inclusion of the references to its name.

16. RELATED PARTY TRANSACTIONS

16.1. The related party transactions that have been entered into by the Company and other members of its Group since the date of the last financial statements of the Company are described in the Group Financial Information incorporated by reference in Part II "Financial Information" of this Document.

16.2. There were no related party transactions entered into by the Company or any member of the Group between 31 December 2025 and the date of this Document that were material to the Group.

17. GENERAL

17.1. The total costs and expenses relating to the publication of this Document are payable by the Company and are estimated to amount to approximately £81,500 (excluding VAT).

17.2. No commission is payable by the Company to which this Document relates or of his procuring or agreeing to procure any subscriptions for such securities.

17.3. No payment (including commissions) or other benefit has been paid or is to be paid or given to any promoter of the Company.

17.4. The Company has no investments in progress and there are no future investments on which the Directors have already made firm commitments which are or may be significant to the Company.

17.5. The Directors are unaware of any exceptional factors which have influenced the Company's activities.

17.6. The Directors are not aware of any patents, licences or other intellectual property rights, industrial, commercial or financial contracts or new manufacturing processes which are or may be of material importance to the business or profitability of the Group.

17.7. Save as disclosed in this Document, the Company does not hold any capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses.

17.8. The Directors are not aware of:

17.8.1. any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Group's prospects for at least the current financial year; and/or
17.8.2. any environmental issues that may affect the Group's utilisation of its tangible fixed assets.

17.9. There have been no public takeover bids by third parties in respect of the Ordinary Shares during the period from incorporation to the date of this Document.

18. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal office hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company from the date of this Document:

the Articles; and
this Document.

In addition, this Document will be published in electronic form and be available and free to download from the Company's website at www.cloudbreakdiscovery.com.

Dated 22 April 2026

PART V

DEFINITIONS

The following definitions apply throughout this Document unless the context requires otherwise:

“£” or “pound(s) sterling” UK pound sterling
“Act” the UK Companies Act 2006, as amended
“Admission” the admission of the New Ordinary Shares to the Equity Shares (Transition) category of the Official List, and to trading on the Main Market
“AlbR” or “AlbR Capital” AlbR Capital Limited of 3rd Floor, 80 Cheapside, London EC2V 6EE
“Articles” the articles of association of the Company as amended and/or restated from time to time
“Audit Committee” the audit committee established by the Company
“Board” or “Directors” the directors of the Company, whose names are set out on page 28 of this Document
“certificated” or “in certificated form” an Ordinary Share which is not in uncertificated form
“Change of Control” the acquisition of Control of the Company by any person or party (or any group of persons or parties who are acting in concert)
“CLN Conversion” the issue of New Ordinary Shares in respect of the conversion of outstanding convertible loan notes at an issue price of £0.004 per share
“Cloudbreak” Cloudbreak Discovery Corp., company number BC1018759, with its registered office address at 1153 W 22 ST. North Vancouver BC V7P 2E9, Canada, which was amalgamated into the Amalco on 3 June 2021
“Company” or “Cloudbreak” Cloudbreak Discovery plc, company number 06275976, with its registered office address at 6 Heddon Street, London, W1B 4BT
“Company Financial Information” the audited consolidated historical financial information of the Company for the year ended 30 June 2024
“Connected Person” as defined in section 252 of the Act
“Control” an interest, or interests, in Ordinary Shares carrying in aggregate 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control
“Convertible Loan Notes” means the convertible loan notes issued by the Company, further details of which are set out in paragraph 7.1.2 in Part IV of this Document
“Creditor Share Issue” the outstanding shares owed to certain creditors of the Company
“CREST Regulations” the Uncertificated Securities Regulations 2001 of the UK (SI 2001/3755) (as amended)
“CREST” the computer-based system (as defined in the CREST Regulations) for paperless settlement of share transfers and holding shares in uncertificated form which is administered by Euroclear
“Crofton Tenement Agreement” as described in paragraph 10.6 of Part IV
“Darlot Agreements” as described in paragraph 10.5 of Part IV

“Director Engagement Share Issue”	means the issue of:
	a) 48,000,000 New Ordinary Shares to Peter Huljich in respect of shares to be issued pursuant to the engagement letter entered into between the Company and Peter Huljich on 15 May 2025; and
	b) 36,000,000 New Ordinary Shares to Tom Evans in respect of shares to be issued pursuant to the engagement letter entered into between the Company and Tom Evans on 6 June 2025;
“Director Fee Share Issue”	means the issue of 35,000,000 New Ordinary Shares to be issued as payment in respect of £175,000 director fees to Emma Priestley
“Disclosure Guidance and Transparency Rules”	the Disclosure Guidance and Transparency Rules made by the FCA pursuant to section 73A of the FSMA, as amended from time to time
“Document” or “Prospectus”	this prospectus
“EEA”	the European Economic Area
“Enlarged Share Capital”	the issued share capital of the Company, following the issue of the New Ordinary Shares
“Equity Shares (Transition) category”	the new listing category replacing the Standard Listing category with effect from 29 July 2024 in accordance with Listing Rules Instrument 2024 (FCA 2024/23) under Chapter 22 of the UKLR
“EU”	the European Union
“Euroclear”	Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales
“EUWA”	European Union (Withdrawal) Act 2018
“Exchange Act”	the US Securities Exchange Act of 1934, as amended
“Existing Ordinary Shares” or “Existing Ordinary Share Capital”	the 1,851,047,904 Ordinary Shares of the Company in issue on the date of this Document
“FCA”	the UK Financial Conduct Authority
“FSMA”	the Financial Services and Markets Act 2000 (as amended)
“Fundraising Warrants”	the 330,357,145 warrants to subscribe for Ordinary Shares to the investors who participated in the recent placing of new Ordinary Shares announced by the Company on 22 January 2026, such warrants to be exercisable at a 50% premium to the placing price of 0.56 and to have a three-year term
“Group”	the Company and its subsidiaries and subsidiary undertakings
“Group Financial Information”	the annual report and accounts of the Company for the financial year ended 30 June 2025 together with the audit report on them and together with the audit report on them and the unaudited interim report and accounts of the Company for the six months ended 31 December 2025
“HMRC”	His Majesty’s Revenue and Customs
“Holdco”	Cloudbreak Discovery (Canada) Ltd, company number BC1336907, with its registered office address at 520 – 999 West Hastings Street, Vancouver, BC, Canada, the corporation

created pursuant to and following the implementation of the Second Amalgamation in accordance with its terms

“IFRS” International Financial Reporting Standards as adopted by the EU

“Listing” the admission of the Group's Ordinary Shares to the Official List, by way of a Standard Listing, and to trading on the Main Market which became effective on 03 June 2021

“Listing Rules” or “LR” until 28 July 2024, the listing rules made by the FCA pursuant to section 73A of FSMA, as amended from time to time

“London Stock Exchange” or “LSE” London Stock Exchange plc

“Main Market” the LSE's main market for listed securities

“MAR” the EU Market Abuse Regulation (EU 596/2014)

“Member States” member states of the EU

“Mineral Interest” means a right or interest in the minerals located at a specified tract or tracts of land in relation to an oil and gas field, which form part of the mineral estate and entitling the holder to exploit, mine, and/or produce any or all minerals from such tract or tracts

“New Ordinary Shares” the 600,700,363 new Ordinary Shares to be issued on Admission pursuant to the Stock Lending Agreement, the Borrowing Fee, the Director Engagement Share Issue, the Director Fee Share Issue, the Darlot Agreements, the Crofton Tenement Agreement, the Paterson Tenement Agreement, the CLN Conversion and the Creditor Share Issue

“Nomination Committee” the Company's nomination committee comprising of the Non-executive Directors

“Non-executive Directors” Emma Priestley and any other Director of the Company appointed as a non-executive director from time to time

“Official List” the Official List of the FCA

“Ordinary Share” an ordinary share of £0.001 in the capital of the Company from time to time

“Overseas Shareholders” holders of Ordinary Shares who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the UK or persons who are nominees or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the UK which may be affected by the laws or regulatory requirements of the relevant jurisdictions

“Partners” third party, technical and operational entities with whom the Company undertakes business

“Paterson Tenement Agreement” as described in paragraph 14.7 of Part IV

“POATR” The Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105)

“PRM” the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook

“Registrars” or “Share Registrars Ltd” the Company's registrars, Share Registrars Ltd, company number 04715037, whose registered office address is 27-28 Eastcastle Street, London, W1W 8DH, at the date of this Document

"Remuneration Committee" the Company's remuneration committee comprising of the Non-executive Directors

"Royalty" means a contract or other instrument which entitles the holder to receive regular cash payments or other payments in kind that are calculated by reference to an agreed percentage of the relevant mineral assets

"Securities Act" the US Securities Act of 1933, as amended

"Shareholder" a holder of Ordinary Shares from time to time

"Share Options" the unapproved share options over Ordinary Shares granted pursuant to the terms of option deeds, further details of which are set out in paragraph 7.1.1 of Part IV

"Stock Lending Agreement" as described in paragraph 10.3 of Part IV

"Takeover Code" the UK City Code on Takeovers and Mergers

"Transition Date" 29 July 2024, being the date the UKLR come into force;

"UK Corporate Governance Code" the UK corporate governance code published by the Financial Reporting Council and as amended from time to time

"UK" the United Kingdom of Great Britain and Northern Ireland

"UKLR" from 29 July 2024, the new UK listing rules made by the FCA pursuant to FSMA, as amended from time to time

"UK MAR" the UK version of Regulation (EU) 596/2017/4, which is part of the laws of England and Wales by virtue of the EUWA and certain other enacting measures

"uncertificated" or "in uncertificated form" recorded on the register of Ordinary Shares as being held in uncertificated form in CREST, entitlement to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"US" or "United States" the United States of America, each state thereof, its territories and possessions and the District of Columbia and all other areas subject to its jurisdiction

"US Investment Company Act" the US Investment Company Act of 1940

"VAT" UK value added tax

"Warrant Issue" the issue of the Fundraising Warrants

"Warrant Shares" up to 330,357,145 Ordinary Shares to be issued pursuant to the exercise of the Fundraising Warrants

Black&Callow — c200957

AI assistant

Cloudbreak Discovery PLC — Capital/Financing Update 2026

5217_rns_2026-04-24_9fdf4c11-0f90-4574-99fe-a0231dcd9940.pdf

Cloudbreak Discovery Plc

AlbR Capital Limited

CONTENTS

PART I

PART II

PART III

PART IV

PART V

Principal activities

Major Shareholders

Controlling Shareholder, if any

Directors

Statutory Auditors

What is the key financial information regarding the issuer?

Consolidated Statement of Comprehensive Income

Description of the nature of any qualifications in the audit report on the historical financial information

RISK FACTORS

RISKS RELATED TO THE GROUP'S BUSINESS AND STRATEGY

There is typically no reliable liquid market available for the purposes of valuing the Group's early-stage unlisted assets

There is no guarantee that mineralisation discovered will result in reserves or to become an operating mine

Exploration and development risks

Operating risks

Metallurgy risks

Environmental risk

Minimum expenditure requirements

Native title risk

Aboriginal cultural heritage

Title and grant risk

The Group may face competition from other resource companies as well as third party financiers

Whilst the Group has raised capital in £ Sterling, it will incur costs in Australian Dollars and other currencies.

The Group may fail to complete further suitable acquisitions

RISKS RELATED TO THE GROUP'S RELIANCE ON THIRD PARTIES

The Group's assets and interests may not produce anticipated revenues or returns

The Group is largely reliant on third parties for operational activity

RISKS RELATED TO THE GROUP'S INDUSTRY

Global supply and demand could affect commodity prices

Minerals and currency price volatility

The Group's Mineral Interests from time to time will be exposed to risks of changes in government regulation and changing political attitudes and stability in the countries in which they are situated

Safety, health and environmental exposures and related regulations may expose the Group to increased litigation, compliance costs, interruptions to operations, unforeseen environmental remediation expenses and loss of reputation

The Group's industrial activities involve a number of operating risks and hazards, many of which are outside of the Group's control.

The Group's mineral properties from time to time may be subject to evolving regulations related to climate change

The Group's assessment and estimation of the amount of reserves recoverable through the asset, interest or acquisition may be more than recovered

RISKS RELATING TO THE GROUP'S RELATIONSHIP WITH THE DIRECTORS AND CONFLICTS OF INTEREST

Potential claim against a director

RISKS RELATING TO TAXATION

RISKS RELATED TO THE GROUP'S LISTING AND ORDINARY SHARES

CONSEQUENCES OF A LISTING IN THE EQUITY SHARES (TRANSITION) CATEGORY

Chapter 2 – Listing Principles

Chapter 22 – Continuing Obligations

IMPORTANT INFORMATION

NOTICES TO INVESTORS

Available information

Data protection

Investment considerations

Forward-looking statements

Third party data

Currency presentation

No incorporation of website

Definitions

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

ILLUSTRATIVE ISSUE STATISTICS

DEALING CODES

DIRECTORS, AGENTS AND ADVISERS

Directors

Company Secretary

Registered Office

Financial Adviser

Legal advisers to the Company

Auditors

Registrar

Website

Crofton Gold Project

Crofton geology, sample locations and results

Soil sampling:

Paterson Project

Tenure

Regional Geology

Cloudbreak Discovery PLC Capital/Financing Update 2026