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KGL Resources Limited

(ACN 082 658 080)

Offer Booklet

1 for 8 pro-rata traditional non-renounceable entitlement offer of fully paid ordinary shares in the Company at an Offer Price of $0.095 per New Share.

The Offer closes at 5.00pm (Sydney time) on 26 March 2025.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

If you are an Eligible Shareholder, this Offer Booklet requires your immediate attention. It is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. This Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. Please call your stockbroker, solicitor, accountant, financial adviser or other professional adviser or the Company’s Shareholder information line on 1800 881 526 from 8.30am to 5.30pm (Sydney time) Monday to Friday. The Offer website can be found here.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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IMPORTANT NOTICES

Defined terms and abbreviations used in this Offer Booklet are set out in the glossary in Section 7.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

This Offer Booklet has been prepared and issued by KGL Resources Limited (ACN 082 658 080) ( Company ) and is dated 17 March 2025. This Offer Booklet relates to the entitlement offer by the Company of New Shares to raise gross proceeds of up to approximately $7.7 million.

The Offer is being made in Australia pursuant to section 708AA of the Corporations Act, which allows entitlement offers to be made to investors without a prospectus. This Offer Booklet does not contain all of the information which an investor may require to make an informed investment decision, nor does it contain all the information which would be required to be disclosed in a prospectus, product disclosure statement or other disclosure document under the Corporations Act. The information in this Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

This Offer Booklet should be read in its entirety before you decide to participate in the Offer. This Offer Booklet is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act and has not been lodged with ASIC.

As this Offer is not being made under a prospectus, investment statement or product disclosure statement, it is important for Eligible Shareholders to read carefully and understand this Offer Booklet and the information about the Company and the Offer that is made publicly available. In particular, please refer to the materials in this Offer Booklet (including the ASX Announcements in Section 5), the Company's annual reports and other ASX announcements made available at www.kglresources.com.au (including the Company's 2024 annual report which was released to ASX on 24 September 2024 and the Company’s 2025 half year financial report which was released to ASX on 6 March 2025), and other ASX announcements which may be made by the Company after publication of this Offer Booklet.

By returning a completed personalised Entitlement and Acceptance Form and making a payment through EFT, or making a payment through BPAY®, in either case accordance with the instructions on your personalised Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance with and agree to the terms of the Offer detailed in this Offer Booklet.

No action has been taken to register or qualify the Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia.

The distribution of this Offer Booklet (including an electronic copy) outside Australia, New Zealand and other jurisdictions in which such distribution is permitted (see Section 6.12), is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non ‑ compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for the Company to lawfully receive your Application Monies.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand).

This Offer Booklet has been prepared in compliance with Australian law and has not registered, filed with, or approved by, any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This Offer Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States disclaimer

Neither this Offer Booklet nor the accompanying Entitlement and Acceptance Form may be distributed or released in the United States. Neither the Entitlements nor the New Shares offered in the Offer have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States.

No overseas offering

This Offer Booklet, the accompanying Entitlement and Acceptance Form, and the accompanying ASX Announcements (including the Company's Investor Presentation included as part of this Offer Booklet) may not be distributed or released in the United States and do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer Booklet does not constitute an offer to Ineligible Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended ( US Securities Act ).

Accordingly, the Entitlements may not be issued to, or taken up or exercised by, and the New Shares may not be offered or sold directly or indirectly to, persons in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent such persons hold such securities and are acting for the account or benefit of a person in the United States), unless they have been registered under the US Securities Act or offered or sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. The New Shares to be offered and sold in the Offer pursuant to this Offer Booklet may only be offered and sold outside the United States in 'offshore transactions' (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act.

United Kingdom

This Offer Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand unless the Company, in its discretion, is satisfied that the Offer may be made in compliance with all applicable laws. If you are a Shareholder with a registered address in the United States of America, Singapore, Hong Kong, the British Virgin Islands, Ireland, Germany, or the United Kingdom please refer to Section 6.12 for further information in this regard.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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In the United Kingdom, this Offer Booklet is being distributed only to, and is directed at, persons: (a) who fall within Article 43 (members or creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; or (b) to whom it may otherwise be lawfully communicated (together, Relevant Persons ). The investments to which this Offer Booklet relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Offer Booklet or any of its contents.

References to "you" and "your Entitlement"

In this Offer Booklet, references to "you" are references to Eligible Shareholders (as defined in Section 1.2) and references to "your Entitlement" (or "your Entitlement and Acceptance Form") are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Shareholders.

Times and dates

Times and dates in this Offer Booklet are indicative only and may be subject to change. All times and dates refer to Sydney time. Refer to the "Key Dates" section of this Offer Booklet for more details.

Currency

Unless otherwise stated, all dollar values in this Offer Booklet are in Australian dollars (AUD).

Privacy

The Company collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the applicant’s holding in the Company.

By paying for your New Shares, you will be providing personal information to the Company (directly or through the Company's Share Registry). The Company collects, holds and will use that information to assess your application. The Company collects your personal information to process and administer your shareholding in the Company and to provide related services to you. The Company may disclose your personal information for purposes related to your shareholding in the Company, including to the Company's Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that the Company holds about you. To make a request for access to your personal information held by (or on behalf of) the Company, please contact the Company through the Company's Share Registry.

Governing law

This Offer Booklet, the Offer, and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Queensland, Australia. Each applicant submits to the non-exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.

Forward-looking statements

This Offer Booklet includes forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking words such as “expect”, “forecast”, “estimate”, “like”, “anticipate”, “project”, “opinion”, "outlook", "guidance", “should”, “could”, “may”, “target”, "believe", "intend", "plan" and other similar expressions within the meaning of securities laws of applicable jurisdictions. Forward-looking statements include statements about the Company’s plans and expectations regarding the development of the Jervois Copper Project, statements regarding the conduct and outcome of the Offer, and sources and uses of funds. Indications of, and guidance on, future earnings and financial position and

performance are also forward-looking statements. Any forecasts or other forwardlooking statements contained in this Offer Booklet are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. The Company does not give any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forwardlooking statements in this Offer Booklet will actually occur and you are cautioned not to place undue reliance on forward-looking statements.

To the maximum extent permitted by law, the Company and its related bodies corporate, and their respective directors, officers, employees, advisors and agents (together, the Relevant Parties ) disclaim any responsibility for any errors or omissions in such information, including the financial calculations, projections and forecasts and indications of, and guidance on, future earnings and performance and financial position. Such forward-looking statements relate to future events and expectations and are not guarantees of future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and are subject to significant business, economic and competitive uncertainties and contingencies associated with exploration and/or production, many of which are beyond the Company's control, that may cause actual results to differ materially from those predicted or implied by any forward-looking statements. No representation or warranty is made by or on behalf of the Company or the Relevant Parties that any projection, forecast, calculation, forward-looking statement, assumption or estimate contained in this Offer Booklet should or will be achieved or that actual outcomes will not differ materially from any forward-looking statements. Graphs used in this Offer Booklet (including data used in the graphs) are sourced from third parties and the Company has not independently verified the information. Although reasonable care has been taken to ensure that the information in this Offer Booklet is accurate and that the opinions expressed are fair and reasonable, they are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company and the Relevant Parties, and no reliance can be placed for any purpose whatsoever on the information contained in this Offer Booklet or on its completeness. Actual results and developments may differ materially from those expressed or implied by these forward-looking statements, depending on a variety of factors.

Recipients of this Offer Booklet are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the significant volatility, uncertainty and disruption caused by the current economic climate and the geopolitical tensions across a number of areas worldwide. Refer to the "Key Risk Factors" section of the Company's Investor Presentation included in Section 5 for a summary of certain general and specific risk factors that may affect the Company.

Except as required by law or regulation (including the ASX Listing Rules), the Company undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

Past performance

Investors should note that past performance, including the past share price performance of the Company and the pro forma historical information in the Company's Investor Presentation included in Section 5, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future Company performance including future share price performance. The pro forma historical information is not represented as being

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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indicative of the Company's views on its future financial condition and/or performance.

Risks

Refer to the "Key Risk Factors" section of the Company's Investor Presentation included in Section 5 for a summary of certain general and specific risk factors that may affect the Company.

Trading in New Shares

The Company and its affiliates and related bodies corporate have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by the Company or the Company's Share Registry or failure to maintain your updated details with the Company's Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt as to these matters you should first consult with your stockbroker, solicitor, accountant, financial adviser or other professional adviser.

Refer to Section 6 for details.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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LETTER FROM THE CHAIR	LETTER FROM THE CHAIR	2
SUMMARY OF THE OFFER		4
KEY	DATES	4
1.	OVERVIEW OF OFFER	6
2.	SUMMARY OF OPTIONS AVAILABLE TO YOU	10
3.	HOW TO APPLY	12
4.	AUSTRALIAN TAX CONSIDERATIONS	20
5.	ASX ANNOUNCEMENTS (INCLUDING INVESTOR PRESENTATION)	23
6.	ADDITIONAL INFORMATION	24
7.	GLOSSARY	33

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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LETTER FROM THE CHAIR

17 March 2025

Dear Shareholder

As a valued Shareholder, I am pleased to invite you to participate in a 1 for 8 pro-rata traditional nonrenounceable entitlement offer of new fully paid ordinary shares in the Company ( New Shares ) at an offer price of $0.095 per New Share ( Offer Price ) to raise gross proceeds of up to approximately $7.7 million ( Offer ).

The proceeds of the Offer will be applied principally to progressing the Jervois Project towards production as follows:[1]

Corporate financial advisor(s) to deliver project funding required for construction.
Project execution, planning and independent technical review.
Corporate and site overheads.
Initial siteworks enabling critical path activities.

The background to the Offer and the key risks facing the Company in the next 12 to 24 months are described in more detail in the Company's Investor Presentation lodged with ASX on 6 March 2025 (and included in this Offer Booklet in Section 5).

The Offer is not underwritten, and is subject to a minimum raise condition of $3 million. Funding received from the minimum raise will primarily be used to progress the funding arrangements for the Jervois Project and corporate and site overheads. Any funds in excess of the minimum raise will be applied towards project execution, planning and finalisation of the independent technical review, and initial siteworks enabling critical path activities. The Board reserves the right to change the allocation of funds where there are changes, for example, in market conditions, exploration priorities or strategic objectives.

This Offer Booklet relates to the Offer. Under the Offer, Eligible Shareholders are entitled to acquire 1 New Share for every 8 Shares held at 7.00pm (Sydney time) on 12 March 2025 ( Record Date ) ( Entitlement ). Your Entitlement is set out in your personalised Entitlement and Acceptance Form which accompanies this Offer Booklet. It is important that you determine whether to take up in whole or part, or do nothing, in respect of your Entitlement (see Section 2).

Eligible Shareholders have the opportunity to invest at the price of $0.095 per New Share. The issue price of $0.095 per New Share represents a 5% discount to the closing price of Shares on 5 March 2025 (being the last trading day before announcement of the Offer), and a 3% discount to the TERP of $0.099.[2]

New Shares issued through the Offer will rank equally with existing Shares on issue.

1 An exact breakdown of the use of funds is detailed on slide 8 of the Company’s Investor Presentation lodged with ASX on 6 March 2025 (and included in this Offer Booklet in Section 5).

2 The TERP is the theoretical price at which Shares should trade immediately following the ex-date for the Offer assuming 100% take up of the Offer. The TERP is a theoretical calculation only and the actual price at which Shares trade immediately following the ex-date for the Offer will depend on many factors and may not be equal to the TERP. The TERP is calculated by reference to the Company’s closing price of $$0.102 per Share on 5 March 2025, being the last trading day prior to the announcement of the Offer.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Substantial Shareholder, KMP Investments Pte. Ltd. ( KMP ), which has an interest in the Company of approximately 35.14%, has committed to take up its Entitlement in full.[3]

Entitlements under the Offer are non-renounceable and will not be tradeable on ASX or otherwise transferable. If you do not take up your Entitlement in full, you will not receive any value in respect of that part of the Entitlement that you do not take up.

The Offer closes at 5.00pm (Sydney time) on 26 March 2025.

If you would like to exercise your Entitlement to increase your shareholding in the Company, you will need to either complete and return your personalised Entitlement and Acceptance Form together with the requisite Application Monies via EFT, or alternatively pay your Application Monies using BPAY ® , so that they are received by the Company's Share Registry by 5.00pm (Sydney time) on 26 March 2025. The Offer website can be found here.

Please carefully read this Offer Booklet in its entirety and consult your stockbroker, solicitor, accountant, financial adviser or other professional adviser before making your investment decision. In particular, you should read and consider the "Key Risk Factors" section of the Company's Investor Presentation included in Section 5 which contains a summary of some of the key risks associated with an investment in the Company.

If you have any questions in respect of the Offer, please call the Company’s Shareholder information line on 1800 881 526 from 8.30am to 5.30pm (Sydney time) Monday to Friday.

On behalf of the Board and management team of the Company, I invite you to consider this investment opportunity and thank you for your ongoing support.

Yours faithfully

Jeffrey Gerard

Chair KGL Resources Limited

3 The Company sought and received relief from ASIC such that Chapter 6 of the Corporations Act applies to the Company as if Item 10(b) of section 611 of the Corporations Act were modified by inserting after the words “ offers are made to every person who holds securities ” the words “ with a registered address in Australia or New Zealand ”.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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SUMMARY OF THE OFFER

Ratio	1 New Share for every 8 existing Shares held
Offer Price for New Shares	$0.095 per New Share
Size	Up to 81,014,131 New Shares (subject to rounding of Entitlements)
Gross proceeds (minimum)	$3 million
Gross proceeds (maximum)	Up to approximately $7.7 million

KEY DATES

Event	Date
Announcement of the Offer	Thursday, 6 March 2025 (before market open)
"Ex" date	Tuesday, 11 March 2025
Record date for Offer (7.00pm (Sydney time)) (Record Date)	Wednesday, 12 March 2025
Offer Booklet and personalised Entitlement and Acceptance Forms despatched, and announcement of despatch	Monday, 17 March 2025
Offer opens	Monday, 17 March 2025
Last day to extend the Closing Date for the Offer	Friday, 21 March 2025
Closing Date for the Offer (5.00pm (Sydney time))4	Wednesday, 26 March 2025
Securities quoted on a deferred settlement basis (from market open)	Thursday, 27 March 2025
Announcement of results of the Offer (before market open)	Monday, 31 March 2025
Settlement of the Offer	Tuesday, 1 April 2025
Allotment of New Shares issued under the Offer (before 12.00pm (Sydney time))	Wednesday, 2 April 2025
Normal trading on ASX for New Shares issued under the Offer commences (at market open)	Thursday, 3 April 2025

4 Eligible Shareholders who wish to take up all or a part of their Entitlement must complete and return their personalised Entitlement and Acceptance Form with the requisite Application Monies via EFT, or pay their Application Monies via BPAY[®] , by following the instructions set out on the personalised Entitlement and Acceptance Form so that they are received by the Company's Share Registry by no later than 5.00pm (Sydney time) on 26 March 2025. Eligible Shareholders should refer to Section 2 for options available to them to deal with their Entitlement.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Event Date Despatch of holding statements for New Shares issued under the Friday, 4 April 2025 Offer

The timetable above is indicative only and may change. The Company may amend any of these dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, the Company reserves the right to extend the Closing Date, to accept late applications under the Offer (either generally or in particular cases) and to withdraw the Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the issue date of New Shares.

The commencement of quotation of New Shares is subject to confirmation from ASX. Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted. Eligible Shareholders wishing to participate in the Offer are encouraged to follow the instructions set out on their Entitlement and Acceptance Form as soon as possible after the Offer opens to ensure their application is received by the Company's Share Registry in time.

Enquiries

If you have any questions, please contact the Company’s Shareholder information line on 1800 881 526 from 8.30am to 5.30pm (Sydney time), Monday to Friday. The Offer website can be found here. If you have any further questions, you should contact your stockbroker, solicitor, accountant, financial adviser or other professional adviser.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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1. OVERVIEW OF OFFER

1.1 Offer

The Offer is an offer of up to approximately 81,014,131 New Shares at the Offer Price of $0.095 per New Share, to raise up to approximately $7.7 million. All Eligible Shareholders are entitled to subscribe for 1 New Share for every 8 Shares held at the Record Date, being 7.00pm (Sydney time) on 12 March 2025.

The proceeds of the Offer will be applied principally to progressing the Jervois Project towards production as follows:[5]

Corporate financial advisor(s) to deliver project funding required for construction.
Project execution, planning and independent technical review.
Corporate and site overheads.
Initial siteworks enabling critical path activities.

Eligible Shareholders who take up their full Entitlement may also participate in the top-up facility ( TopUp Facility ) by applying for additional New Shares in excess of their Entitlement at the Offer Price. Applications under the Top-Up Facility will (subject to the Company ensuring that no issue of New Shares occurs that is contrary to law) be uncapped. Additional New Shares under the Top-Up Facility will only be allocated to Eligible Shareholders if available and to the extent that the Directors of the Company so determine, in their absolute discretion. If you apply for additional New Shares there is no guarantee that you will be allocated any additional New Shares.

In particular, an Eligible Shareholder will not be issued any additional New Shares under the Top-Up Facility if the issue of such additional New Shares would cause the Company or that Eligible Shareholder to breach any applicable law, including but not limited to section 606 of the Corporations Act.

The Offer is non ‑ renounceable. Accordingly, Entitlements do not trade on ASX, nor can they be sold, transferred or otherwise disposed of.

Substantial Shareholder, KMP, which has an interest in the Company of approximately 35.14%, has committed to take up its Entitlement in full.[6]

The Offer opens on 17 March 2025. This Offer Booklet will be despatched on that same date, along with a personalised Entitlement and Acceptance Form, to Eligible Shareholders. The Offer is expected to close at 5.00pm (Sydney time) on 26 March 2025.

5 An exact breakdown of the use of funds is detailed on slide 8 of the Company’s Investor Presentation lodged with ASX on 6 March 2025 (and included in this Offer Booklet in Section 5).

6 The Company sought and received relief from ASIC such that Chapter 6 of the Corporations Act applies to the Company as if Item 10(b) of section 611 of the Corporations Act were modified by inserting after the words “ offers are made to every person who holds securities ” the words “ with a registered address in Australia or New Zealand ”.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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The Offer is being made pursuant to section 708AA of the Corporations Act, which allows the Offer to be offered without a prospectus, provided certain conditions are satisfied.

As a result, the Offer is not being made under a prospectus and it is important for Eligible Shareholders to read and understand the information on the Company and the Offer made publicly available by the Company, prior to taking up all or part of their Entitlement. In particular, please refer to the materials enclosed in Section 5, the Company's interim and annual reports, other

announcements made available at www2.asx.com.au (including the Company's 2024 annual report which was released to ASX on 24 September 2024 and the Company’s 2025 half year financial report which was released to ASX on 6 March 2025) and all other parts of this Offer Booklet carefully before making any decisions in relation to your Entitlement.

1.2 Eligible Shareholders

The Offer constitutes an offer to Eligible Shareholders only, being Shareholders who:

are registered as a holder of Shares as at the Record Date, being 7.00pm (Sydney time) on 12 March 2025;
as at the Record Date, have a registered address on the Company's Share register that is in Australia or New Zealand, or are a Shareholder that the Company has otherwise determined is eligible to participate – if you are a Shareholder with a registered address in the United States of America, Singapore, Hong Kong, the British Virgin Islands, Ireland, Germany, or the United Kingdom please refer to Section 6.12 for further information in this regard;
are not in the United States and are not a person (including a nominee or custodian) acting for the account or benefit of a person in the United States (to the extent such person holds Shares for the account or benefit of such person in the United States) unless allowed under the applicable security laws; and
are eligible under all applicable securities laws to receive an offer under the Offer.

All Shareholders who are not Eligible Shareholders are Ineligible Shareholders. Ineligible Shareholders will be separately notified and will not be entitled to participate in the Offer.

The Company has determined that it would be unreasonable on this occasion to extend the Offer to Ineligible Shareholders, having regard to the number of Shares held by Ineligible Shareholders, the number and value of New Shares that they would be offered, and the costs of complying with the legal and regulatory requirements which would apply to an offer of Shares.

The Company, in its absolute discretion, reserves the right to determine whether a Shareholder is an Eligible Shareholder and therefore able to participate in the Offer, or an Ineligible Shareholder and therefore unable to participate in the Offer. To the maximum extent permitted by law, the Company disclaims all liability in respect of such determination.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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1.3 Capital structure

On the basis that the Company completes the Offer, the Company's indicative capital structure immediately following completion of the Offer will be as follows:

	Number of Shares (if full amount is raised under the Offer)	Number of Shares (if only minimum raise amount is raised under the Offer)	Number of unquoted performance options
Number on issue as at the date of this Offer Booklet	648,113,048	648,113,048	194,000
Number to be issued under the Offer(1)	81,014,131	31,578,947	Nil
Total on issue following the Offer	729,127,179	679,691,995	194,000

Notes:

(1) This is subject to reconciliation of Entitlements, and assumes that no Shares are issued pursuant to the exercise / vesting of unquoted performance options.

1.4 Effect of the Offer on control

Information in relation to the effect of the Offer on the control of the Company is set out in the Offer cleansing notice released to ASX on 6 March 2025.

The effect and consequence of the issue of New Shares under the Offer on the control of the Company is dependent on a number of factors, including investor demand.

Given the structure of the Offer as a pro-rata offer, if all Eligible Shareholders take up their Entitlements, the ownership interest (and voting power) in the Company of each Eligible Shareholder will remain largely unchanged and the effect on the control of the Company will be negligible. In these circumstances, the voting power of KMP, the Company's largest Shareholder (with an interest in the Company prior to the Offer of approximately 35.14%), will remain at approximately 35.14%.

To the extent that any Eligible Shareholder fails to take up their Entitlement, the percentage holding in the Company of that Eligible Shareholder will be diluted by those other Eligible Shareholders who take up some, all or more than their Entitlements. Depending on the percentage of Entitlements taken up ( Take-Up ), KMP's voting power in the Company may also increase. This is shown in the following table, which sets out KMP's voting power in the Company immediately following completion of the Offer in various Take-Up scenarios. Even in these circumstances, however, the Board considers that the Offer will not affect the control of the Company.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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KMP's current voting power in the Company1	KMP's voting power in the Company immediately following completion of the Offer2	KMP's voting power in the Company immediately following completion of the Offer2	KMP's voting power in the Company immediately following completion of the Offer2

	100% Take-Up	65% Take-Up	38.98% Take-Up ($3 million
			minimum raise)
35.14%3	35.14%4	36.56%4	37.70%4

1 On the basis that there are 648,113,048 Shares on issue as at the date of this Offer Booklet.
2 Assumes that in a 100% Take-Up scenario, 81,014,131 New Shares are issued under the Offer.
3 KMP holds 227,761,586 Shares as at the date of this Offer Booklet.
4 Assumes that KMP takes up its Entitlement in full.

If no Eligible Shareholders (other than KMP, who has committed to take up its Entitlement in full) take up their Entitlements (which the Board considers unlikely), then the Offer will not proceed because the minimum raise of $3 million would not have been achieved.[7]

The voting power in the Company of Ineligible Shareholders will be diluted.

7 The Company sought and received relief from ASIC such that Chapter 6 of the Corporations Act applies to the Company as if Item 10(b) of section 611 of the Corporations Act were modified by inserting after the words “ offers are made to every person who holds securities ” the words “ with a registered address in Australia or New Zealand ”.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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2. SUMMARY OF OPTIONS AVAILABLE TO YOU

If you are an Eligible Shareholder you may take any of the following actions:

take up all of your Entitlement and also apply for additional New Shares under the Top-Up Facility;
take up all of your Entitlement;
take up part of your Entitlement and allow the balance to lapse, in which case you will receive no value for the lapsed part of your Entitlement; or
do nothing and let all of your Entitlement lapse and you will receive no value for the lapsed Entitlement.

If you are a Shareholder that is not an Eligible Shareholder you are an Ineligible Shareholder. Refer to Section 3.8 for more detail on Ineligible Shareholders.

Options available to you	Key considerations
1. Take up all of your Entitlement and participate in the Top- Up Facility	If you wish to take up all of your Entitlement, you may elect to purchase all of the New Shares at the Offer Price specified in your personalised Entitlement and Acceptance Form (see Section 3.4 for instructions on how to take up your Entitlement). The New Shares will rank equally in all respects with existing Shares. The Offer closes at 5.00pm (Sydney time) on 26 March 2025. Eligible Shareholders who take up their Entitlement in full can also apply for additional New Shares under the Top-Up Facility.
2. Take up all of your Entitlement	If you wish to take up all of your Entitlement, you may elect to purchase all of the New Shares at the Offer Price specified in your personalised Entitlement and Acceptance Form (see Section 3.4 for instructions on how to take up your Entitlement). The New Shares will rank equally in all respects with existing Shares. The Offer closes at 5.00pm (Sydney time) on 26 March 2025.
3. Take up part of your Entitlement	If you wish to take up only part of your Entitlement, you may elect to purchase a lesser number of New Shares at the Offer Price than the number of New Shares specified in your personalised Entitlement and Acceptance Form (see Section 3.4 for instructions on how to take up your Entitlement). The New Shares will rank equally in all respects with existing Shares. If you only take up part of your Entitlement, the relevant portion of your Entitlement will lapse and you will receive no benefit. Lapsed Entitlements may be subscribed for under the Top-Up Facility . The Offer closes at 5.00pm (Sydney time) on 26 March 2025.

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Options available to you	Key considerations
4. Do nothing and let all of your Entitlement lapse	If you do nothing with respect to all of your Entitlement, your Entitlement will lapse and you will receive no benefit. These Entitlements may be subscribed for under the Top-Up Facility . By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement and you will not receive any value for your Entitlement. Although you will continue to own the same number of Shares, your percentage shareholding in the Company will be diluted.

Options available to you

Key considerations

4. Do nothing and let all
of your Entitlement
lapse

If you do nothing with respect to all of your Entitlement, your
Entitlement will lapse and you will receive no benefit. These
Entitlements may be subscribed for under the Top-Up Facility .
By allowing your Entitlement to lapse, you will forgo any exposure to
increases or decreases in the value of the New Shares had you taken
up your Entitlement and you will not receive any value for your
Entitlement. Although you will continue to own the same number of
Shares, your percentage shareholding in the Company will be diluted.

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3. HOW TO APPLY

3.1 Overview of the Offer

Eligible Shareholders are being offered the opportunity to purchase 1 New Share for every 8 existing Shares held as at the Record Date of 7.00pm (Sydney time) on 12 March 2025, at the Offer Price of $0.095 per New Share. The Offer website can be found here.

You have a number of decisions to make in respect of your Entitlement. You should read this Offer Booklet carefully before making any decisions in relation to your Entitlement.

The Offer is not underwritten, with the Offer subject to a minimum raise condition of $3 million. Substantial Shareholder, KMP, which has an interest in the Company of approximately 35.14%, has committed to take up its Entitlement in full.[8] Further details on the Offer are set out below.

The Offer opens on 17 March 2025 and will close at 5.00pm (Sydney time) on 26 March 2025.

3.2 Your Entitlement

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 8 existing Shares you held as at the Record Date. If the result is not a whole number, your Entitlement will be rounded up to the nearest whole number of New Shares.

If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.

New Shares issued under the Offer will be fully paid ordinary shares in the Company and will rank equally in all respects with existing Shares on issue.

See Sections 6.1 and 6.12 for information on restrictions on participation.

3.3 Consider the Offer carefully in light of your particular investment objectives and circumstances

The Offer is being made pursuant to provisions of the Corporations Act which allow entitlement offers to be made without a prospectus. This Offer Booklet does not contain all of the information which may be required in order to make an informed decision regarding an application for New Shares offered under the Offer. As a result, it is important for you to read carefully and understand the information on the Company and the Offer made publicly available, prior to deciding whether to take up all or part of your Entitlement or do nothing in respect of your Entitlement. In particular, please refer to this Offer Booklet, your personalised Entitlement and Acceptance Form, the Company's 2024 annual report which was released to ASX on 24 September 2024, the Company’s 2025 half year financial report which was released to ASX on 6 March 2025, and other ASX announcements made available at www.kglresources.com.au (including announcements which may be made by the Company after publication of this Offer Booklet).

Please consult with your stockbroker, solicitor, accountant, financial adviser or other professional adviser if you have any queries or are uncertain about any aspect of the Offer. You should also refer to the "Key Risk Factors" section of the Company's Investor Presentation included in Section 5.

8 The Company sought and received relief from ASIC such that Chapter 6 of the Corporations Act applies to the Company as if Item 10(b) of section 611 of the Corporations Act were modified by inserting after the words “ offers are made to every person who holds securities ” the words “ with a registered address in Australia or New Zealand ”.

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3.4 Options available to you

If you are an Eligible Shareholder, you may take any of the following actions:

take up all of your Entitlement and participate in the Top-Up Facility;
take up all of your Entitlement;
take up part of your Entitlement and let the remainder lapse; or
do nothing and let all of your Entitlement lapse.

Eligible Shareholders who do not participate fully in the Offer will have their percentage holding in the Company reduced.

If you wish to take up all of your Entitlement and participate in the Top-Up Facility

If you wish to take up all of your Entitlement, please pay your Application Monies for all of the New Shares in your Entitlement via BPAY[®] or EFT by following the instructions set out on the personalised Entitlement and Acceptance Form, so that they are received by the Company's Share Registry by no later than 5.00pm (Sydney time) on 26 March 2025.

If you take up and pay for all your Entitlement before the Closing Date, it is expected that you will be issued New Shares on 2 April 2025. The Company's decision on the number of New Shares to be issued to you will be final.

The Company also reserves the right (in its absolute discretion) to reduce the number of New Shares issued to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if the Company believes their claimed Entitlements to be overstated or if they or their nominees fail to provide information to substantiate their claims to the Company's satisfaction (see Section 6.4).

Eligible Shareholders who take up their Entitlement in full can also apply for additional New Shares under the Top-Up Facility.

If you wish to take up all of your Entitlement

If you wish to take up part of your Entitlement

If you wish to take up only part of your Entitlement, please pay your Application Monies for the relevant number of New Shares via BPAY[®] or EFT by following the instructions set out on the

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personalised Entitlement and Acceptance Form, so that they are received by the Company's Share Registry by no later than 5.00pm (Sydney time) on 26 March 2025.

If you take up and pay part of your Entitlement before the Closing Date, it is expected that you will be issued New Shares on 2 April 2025. The Company's decision on the number of New Shares to be issued to you will be final.

If you do not take up all of your Entitlement, the relevant part of your Entitlement will lapse and you will receive no benefit. Lapsed Entitlements may be subscribed for under the Top-Up Facility.

If you wish to let all of your Entitlement lapse

If you do nothing with respect to your Entitlement, your Entitlement will lapse and you will receive no benefit. Lapsed Entitlements may be subscribed for under the Top-Up Facility.

By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement. Although you will continue to own the same number of Shares, your percentage shareholding in the Company will be diluted.

3.5 Payment

You can pay by BPAY[®] or EFT (subject to the below qualifications).

Cash payments will not be accepted.

The Company will treat you as applying for as many New Shares as your payment will pay for in full, subject to any scale back it may determine to implement, in its absolute discretion, in respect of any Shortfall Shares. Amounts received in excess of the Application Monies for your Entitlement ( Excess Amount ) will be treated as an application to apply for as many Shortfall Shares as your Excess Amount will pay for in full.

Any Application Monies (greater than $2.00) received for more than your final allocation of New Shares will be refunded as soon as practicable after the Closing Date. No interest will be paid to applicants on any Application Monies received or refunded.

Payment by BPAY[®]

For payment by BPAY[®] , please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make payment via BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions.

If you are paying by BPAY[®] , please make sure you use the specific biller code and your unique reference number on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the reference number specific to that holding. If you do not use the correct reference number specific to that holding your application will not be recognised as valid.

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Please note that should you choose to pay by BPAY[®] :

you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form and in Section 3.6; and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY[®] payment is received by the Company's Share Registry by no later than 5.00pm (Sydney time) on 26 March 2025. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make your payment.

Payment by EFT

Eligible Shareholders who do not have an Australian bank account and who are otherwise unable to submit payment via BPAY[®] will be able to pay by EFT. EFT is not available to Eligible Shareholders with a registered address in Australia.

For payment by EFT, please follow the instructions on your personalised Entitlement and Acceptance Form which includes your unique reference number. The unique reference number is used to identify your holding. Eligible Shareholders who have multiple holdings will have multiple unique reference numbers. You must use the unique reference number shown on each personalised Entitlement and Acceptance Form to pay for each holding separately. Please note that should you choose to pay by EFT:

you should make your payment in respect of your Application Monies via EFT for the number of New Shares you wish to subscribe for (being the Offer Price of $0.095 multiplied by the number of New Shares you are applying for, including any Shortfall Shares);
follow the instructions on your personalised Entitlement and Acceptance Form which includes your unique reference number;
your EFT must be received by no later than 5.00pm on 26 March 2025. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make your payment;
you need to return your completed personalised Entitlement and Acceptance Form by email to [email protected] no later that 5.00pm on 26 March 2025, and by making a payment through EFT you will be taken to have applied for the New Shares (and any Shortfall Shares) and made the declarations set out in your personalised Entitlement and Acceptance Form; and
make sure to use the unique reference number on your personalised Entitlement and Acceptance Form.

If you have more than one holding of Shares you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. If you receive more than one personalised Entitlement and Acceptance Form, please only use the unique reference number specific to the Entitlement on that Entitlement and Acceptance Form. If you inadvertently use the same reference number for more than one of your Entitlements, you will be deemed to have applied only for your Entitlements to which that reference number applies.

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3.6 Email (only relevant for EFT)

If you make payment via EFT you should email your completed personalised Entitlement and Acceptance Form to [email protected].

Personalised Entitlement and Acceptance Forms will not be accepted at the Company's registered or corporate offices or offices of the Share Registry.

3.7 Representations by acceptance

By completing and returning your personalised Entitlement and Acceptance Form and making a payment by EFT, or making a payment by BPAY[®] , you will be deemed to have represented to the Company that you:

are not an Ineligible Shareholder and are otherwise eligible to participate in the Offer;
acknowledge that you have read and understand this Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;
agree to be bound by the terms of the Offer, the provisions of this Offer Booklet, and the Company's constitution;
authorise the Company to register you as the holder(s) of New Shares allotted to you;
declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;
declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
acknowledge that once the Company receives your personalised Entitlement and Acceptance Form and payment via EFT, or payment via BPAY[®] , you may not withdraw your application or funds provided, except as allowed by law;
agree to apply for and be issued up to the number of New Shares for which you have submitted payment of any Application Monies via BPAY[®] or EFT at the Offer Price per New Share;
authorise the Company, the Company's Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Company's Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;

acknowledge and agree that:

determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company; and
the Company and its affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law;
declare that you were the registered holder(s) at the Record Date of the Shares indicated on your personalised Entitlement and Acceptance Form as being held by you on the Record Date;

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acknowledge that the information contained in this Offer Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;
acknowledge that this Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company's past and ongoing continuous disclosure announcements to ASX;
acknowledge the statement of risks in the "Key Risk Factors" section of the Company's Investor Presentation included in Section 5 and that investments in the Company are subject to risk;
acknowledge that none of the Company or its related bodies corporate and affiliates, and their respective directors, officers, partners, employees, representatives, agents, contractors, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital;
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Offer and of your holding of Shares on the Record Date;
authorise the Company to correct any errors in your personalised Entitlement and Acceptance Form or other form returned by you if you are paying via EFT;
are (or the person on whose account you are acting is) an Eligible Shareholder and that the law of any place does not prohibit you from being given this Offer Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares and that you are otherwise eligible to participate in the Offer;
are not in the United States and you are not a person (including a nominee, trustee or custodian) acting for the account or benefit of a person in the United States in connection with the subscription for Entitlements or the purchase of New Shares in the Offer (unless allowed under the applicable security laws), and are not otherwise a person to whom it would be illegal to make an offer or issue of New Shares under the Offer;
understand and acknowledge that neither the Entitlements nor New Shares have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States. Accordingly, you understand and acknowledge that the Entitlements may not be issued to, or taken up or exercised by, and the New Shares may not be offered or sold directly or indirectly to, persons in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent such persons hold such securities and are acting for the account or benefit of a person in the United States), except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States;
understand and acknowledge that the Entitlements and the New Shares to be offered and sold in the Offer may only be offered or sold outside the United States in ‘offshore transactions’ (as defined in Rule 902(h) under the Securities Act) in reliance on Regulation S under the US Securities Act;
are subscribing for or purchasing an Entitlement or New Shares in an 'offshore transaction' (as defined in Rule 902(h) under the US Securities Act);

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have not and will not send this Offer Booklet, the Entitlement and Acceptance Form, or any other materials relating to the Offer to any person in the United States or to any person (including a nominee, trustee or custodian) acting for the account or benefit of a person in the United States or any other country outside Australia, New Zealand or another jurisdiction in which such distribution is permitted (see Section 6.12);
if in the future you decide to sell or otherwise transfer the New Shares you will only do so in "regular way" transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States;
if acting as a nominee or custodian, each beneficial holder on whose behalf you are following the instructions in the Entitlement and Acceptance Form: (i) is resident in Australia, New Zealand, Singapore, Hong Kong, the British Virgin Islands, Ireland, Germany or the United Kingdom and (ii) is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Shares and is acting for the account or benefit of a person in the United States), and you have not sent this Offer Booklet, the Entitlement and Acceptance Form or any information relating to the Offer to any person in the United States or to any person (including a nominee, trustee or custodian) acting for the account or benefit of a person in the United States; and
you make all other representation and warranties set out in this Offer Booklet.

3.8 Entitlements of Ineligible Shareholders

In compliance with ASX Listing Rule 7.7.1(a) and section 708AA (including section 9A(3)(a)) of the Corporations Act, the Company has determined that it is unreasonable to extend the Offer to Ineligible Shareholders because of the small number of such Shareholders, the number and value of Shares that they hold, and the cost of complying with the applicable regulations in jurisdictions outside of Australia and New Zealand and, subject to Section 6.12, the United States of America, Singapore, Hong Kong, the British Virgin Islands, Ireland, Germany and the United Kingdom, but it reserves its right to do so (subject to compliance with relevant laws).

The Company, in its absolute discretion, may extend the Offer to any Shareholder if it is satisfied that the Offer may be made to the Shareholder in compliance with all applicable laws. The Company, in its absolute discretion, reserves the right to determine whether a Shareholder is an Eligible Shareholder and therefore able to participate in the Offer, or an Ineligible Shareholder and therefore unable to participate in the Offer. To the maximum extent permitted by law, the Company disclaims all liability in respect of such determination.

Ineligible Shareholders will not receive any payment or value as a result of the issue of any of those New Shares they would have been entitled to subscribe for had they been eligible to participate in the Offer. Entitlements of Ineligible Shareholders may be subscribed for under the Top-Up Facility.

3.9 Issue of additional New Shares under the Top-Up Facility

Any New Shares not taken up by the Closing Date may be made available to those Eligible Shareholders who took up their full Entitlement and applied for additional New Shares under the Top-Up Facility at the same Offer Price ( Eligible Top-Up Facility Participants ). An Eligible Top-Up Facility Participant can apply for additional New Shares under the Top-Up Facility in excess of their Entitlement at the Offer Price. Applications under the Top-Up Facility will (subject to the Company ensuring that no issue of New Shares occurs that is contrary to law) be uncapped.

An Eligible Top-Up Facility Participant will not be issued any additional New Shares under the Top-Up Facility if the issue of such additional New Shares would cause the Company or that Eligible Top-Up

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Facility Participant to breach any applicable law, including but not limited to section 606 of the Corporations Act.

There is no guarantee that those Eligible Top-Up Facility Participants will receive the number of New Shares applied for under the Top-Up Facility, or any.

If you apply for additional New Shares under the Top-Up Facility and your application is successful (in whole or in part) your New Shares will be issued at the same time that other New Shares are issued under the Offer, subject to compliance with the Corporations Act and the ASX Listing Rules. There is no guarantee you will receive any New Shares under the Top-Up Facility.

To the extent that a shortfall of New Shares remains after the allocation of New Shares under the Top-Up Facility ( Shortfall Shares ), the Directors reserve the right to, at their discretion, invite investors to apply for those Shortfall Shares within three months of the Closing Date. The Board does not presently intend to issue a party Shortfall Shares if the effect would be to increase that party’s voting power in the Company to an amount greater than 20%, or to any existing Shareholder that already has voting power in the Company greater than 20%, given the likely cost involved in seeking Shareholder approval under item 7 of section 611 of the Corporations Act, unless another exception under section 611 of the Corporations Act applies to such person or existing Shareholder.

Refund amounts (greater than $2.00), if any, will be paid in Australian dollars. You will be paid by direct credit to the nominated bank account as noted on the Share register as at the Closing Date. If you wish to advise or change your banking instructions with the Company's Share Registry you may do so by going to www.linkmarketservices.com.au and following the instructions.

3.10 Allocation policy

Each Eligible Top-Up Facility Participant who has applied for Shortfall Shares through the Top-Up Facility will be allocated Shortfall Shares, subject to the allocation not resulting in an Eligible Top-Up Facility Participant’s voting power in the Company increasing above 20% in breach of section 606 of the Corporations Act. If:

there is an oversubscription for Shortfall Shares the Company will scale back allocations for Shortfall Shares at the Directors' sole discretion between Eligible Top-Up Facility Participant applying for Shortfall Shares; or
following the allocation in the paragraph immediately above there remains any Shortfall Shares, the Directors reserve the right, subject to any restrictions imposed by the Corporations Act and Listing Rules, to issue the unallocated Shortfall Shares at their sole discretion.

3.11 Brokerage

No brokerage fee is payable by Eligible Shareholders who accept their Entitlement.

The Company has agreed to pay a 1% broker handling fee capped at $150 per Eligible Shareholder to participating brokers.

3.12 Enquiries

If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions, please contact the Company’s Shareholder information line on 1800 881 526 between 8.30am and 5.30pm (Sydney time), Monday to Friday. The Offer website can be found here. If you have any further questions, you should contact your stockbroker, solicitor, accountant, financial adviser or other professional adviser.

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4. AUSTRALIAN TAX CONSIDERATIONS

4.1 Introduction

This is a general summary of the Australian taxation consequences of the Offer for Eligible Shareholders that hold their shares on capital account for Australian income tax purposes. The category of Shareholders considered in this summary are limited to individuals, complying superannuation entities and certain companies, trusts or partnerships. This summary does not consider the consequences for Shareholders who:

hold existing Shares, New Shares or Entitlements in a business of share trading or dealing in securities, or otherwise hold their existing Shares, New Shares or Entitlements on revenue account or as trading stock;
acquired existing Shares in respect of which the Entitlements are issued under an employee share scheme;
are subject to the 'Taxation of Financial Arrangements' provisions in Division 230 of the Income Tax Assessment Act 1997 (Cth) in relation to their holding of Shares, New Shares or Entitlements;
are subject to special tax rules, such as insurance companies, partnerships, tax exempt organisations, public trading trusts, non-complying superannuation funds or temporary residents; or
are tax residents of any jurisdiction other than Australia.

The information contained in this summary is of a general nature and is not intended to address all relevant issues nor the circumstances of any particular individual or entity.

This summary is based upon the legislation and established interpretation of legislation as at the date of this Offer Booklet, but is not intended to be an authoritative or complete statement of the law as relevant to the circumstances of each Shareholder.

As the taxation implications of the Offer will depend upon a Shareholder's particular circumstances, Shareholders should seek and rely upon their own professional taxation advice before concluding on the particular taxation treatment that will apply to them.

Shareholders that are subject to tax in a jurisdiction outside Australia may be subject to tax consequences in that jurisdiction in respect of the Offer that are not covered by this summary. Such Shareholders should seek and rely upon their own professional taxation advice in relation to the taxation implications of the Offer in any jurisdictions that are relevant to them.

Neither the Company, nor any of its officers or employees, nor its taxation or other advisers, accepts any liability or responsibility in respect of any statement concerning taxation consequences of the Offer.

4.2 Income tax consequences of Entitlements

a) Issue of Entitlements

The issue of Entitlements to Australian resident Shareholders should not, of itself, give rise to any amount of assessable income or capital gain for Shareholders.

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b) Exercise of Entitlements

The exercise of Entitlements should not, of itself, result in any amount being included in a Shareholder's assessable income and should not give rise to any capital gain under the CGT provisions.

Eligible Shareholders that exercise their Entitlements will receive New Shares. New Shares will be taken to have been acquired on the day on which the Entitlements were exercised for CGT purposes.

The CGT cost base of each New Share acquired will be the sum of the amount paid to exercise the corresponding Entitlement (i.e. the Offer Price) and certain incidental costs in acquiring, holding and disposing of the New Shares.

c) Lapse of Entitlement

If an Eligible Shareholder does not accept all or part of their Entitlement in accordance with the instructions set out above, then that Entitlement will lapse. There should be no adverse taxation implications for an Eligible Shareholder from the lapse of the Entitlement.

4.3 Dividends in relation to New Shares

Dividends paid to Eligible Shareholders in relation to their New Shares should generally be subject to the same income tax treatment as dividends in relation to existing Shares held in the same circumstances.

4.4 Disposal of New Shares

The New Shares should constitute CGT assets for CGT purposes.

As outlined above, the CGT cost base of a New Share should generally be equal to the sum of the amount paid to exercise the corresponding Entitlement (i.e. the Offer Price) and certain incidental costs in acquiring the New Share. Any future sale of New Shares will constitute a disposal for CGT purposes. A capital gain will arise if the capital proceeds on disposal exceed the CGT cost base of a New Share. A capital loss will arise if the capital proceeds on disposal are less than the reduced CGT cost base of a New Share.

Eligible Shareholders may be able to apply carried forward or current year losses to reduce their capital gain on disposal. The ability to utilise losses is dependent on meeting the relevant tests.

Non-corporate Eligible Shareholders, such as Australian tax resident individuals or complying superannuation entities, may be entitled to a concession which discounts the amount of capital gain that is assessed. Broadly, the concession is available where the New Shares have been held for 12 months or more prior to disposal (not including the acquisition date and the disposal date). The concession results in a 50% reduction in the assessable amount of a capital gain for an individual Shareholder and a one-third reduction of a capital gain for an Australian tax resident complying superannuation entity Shareholder (including generally where a flow through trust or partnership distributes to such Shareholders), after offsetting any current or carried forward losses.

In relation to trusts or partnerships including limited partnerships, the rules surrounding capital gains and the CGT discount are complex, but the benefit of the CGT discount may flow through to relevant beneficiaries or partners, subject to certain requirements being satisfied. Eligible Shareholders that are trusts or partnerships should seek separate independent professional advice as to the circumstances in which a beneficiary or a partner may be entitled to a CGT discount.

The CGT discount is generally not available for Eligible Shareholders that are companies.

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Australian tax resident Shareholders who hold New Shares on revenue account, as trading stock or are subject to the rules in Division 230 of the Income Tax Assessment Act 1997 (Cth) concerning the taxation of financial arrangements should seek separate independent professional advice.

4.5 Non-resident CGT withholding

Specific rules can apply to the disposal of certain taxable Australian property whereby a 15% non-final withholding tax may be applied. However, the rules should not apply to the disposal of a New Share on ASX (in accordance with a specific exemption).

4.6 Provision of TFN or ABN

Australian tax legislation imposes withholding tax at the highest marginal rate (currently 45% plus a Medicare levy of 2%) on the payment of distributions on certain types of investments, such as the unfranked part of any dividend, where no TFN or ABN (if applicable) has been provided and no exemption applies. Australian tax resident Shareholders may be able to claim a tax credit/refund (as applicable) in respect of any tax withheld on dividends in their income tax returns.

Shareholders that have not previously provided their TFN or ABN (if applicable) to the Company's Share Registry may wish to do so prior to the Closing Date to ensure that withholding tax is not deducted from any future distribution payable to them.

A Shareholder is not obliged to provide their TFN, or where relevant, ABN, to the Company.

4.7 Other Australian taxes

GST should not generally be payable in relation to the issue, exercise or lapse of Entitlements, nor in relation to the acquisition of New Shares.

Eligible Shareholders should not be liable for stamp duty in relation to the issue, exercise or lapse of Entitlements. In relation to the acquisition of New Shares, stamp duty should not generally be payable unless Eligible Shareholders acquire, either alone or with an associated/related person or as part of a single arrangement or an associated transaction with other persons, an interest of 90% or more in the Company. Under current stamp duty legislation, no stamp duty would ordinarily be payable by transferor Shareholders on any subsequent transfer of Shares while the Shares remain quoted on the ASX.

Shareholders should seek their own advice as to the impact of stamp duty in their own particular circumstances.

Eligible Shareholders may be restricted in their ability to claim input tax credits in relation to costs incurred in relation to their acquisition of the New Shares (such as costs relating to professional advice obtained by Shareholders regarding the Entitlement). This will depend on each Eligible Shareholder’s particular circumstances and, as such, this should be reviewed by Shareholders prior to making any claim.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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5. ASX ANNOUNCEMENTS (INCLUDING INVESTOR PRESENTATION)

Refer to the attachments.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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6. ADDITIONAL INFORMATION

This Offer Booklet (including the ASX Announcements in Section 5) and enclosed personalised Entitlement and Acceptance Form have been prepared by the Company.

This Offer Booklet is dated 17 March 2025 (other than the ASX Announcements, which were released to ASX on 6 March 2025) and is also available at www.kglresources.com.au. The information in this Offer Booklet remains subject to change without notice and the Company is not responsible for updating such information.

There may be additional announcements made by the Company after the date of this Offer Booklet and throughout the period that the Offer is open that may be relevant to your consideration of whether to take up, or do nothing in respect of, your Entitlement. Therefore, it is prudent that you check whether any further announcements have been made by the Company (by visiting ASX's website at www.asx.com.au, or the Company's website at www.kglresources.com.au) before taking up your Entitlement.

No party other than the Company has authorised or caused the issue of the information in this Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in respect of, such information.

No person is authorised to give any information, or to make any representation, in connection with the Offer that is not contained in this Offer Booklet. Any information or representation that is not in this Offer Booklet may not be relied on as having been authorised by the Company or its related bodies corporate in connection with the Offer.

The information in this Offer Booklet is important and requires your immediate attention.

You should read the information in this Offer Booklet carefully and in its entirety before deciding how to deal with your Entitlement. In particular, you should consider the risk factors outlined in the "Key Risk Factors" section of the Company's Investor Presentation included in Section 5, any of which could affect the operating and financial performance of the Company or the value of an investment in the Company.

You should consult your stockbroker, solicitor, accountant, financial adviser or other professional adviser to evaluate whether or not to participate in the Offer.

6.1 Ineligible Shareholders

This Offer Booklet contains an offer of New Shares to Eligible Shareholders has been prepared in accordance with section 708AA of the Corporations Act.

As set out in Section 1.2, Eligible Shareholders are those persons who:

are registered as a holder of Shares as at the Record Date, being 7.00pm (Sydney time) on 12 March 2025;
as at the Record Date, have a registered address on the Company's Share register that is in Australia or New Zealand, or are a Shareholder that the Company has otherwise determined is entitled to participate – if you are a Shareholder with a registered address in the United States of America, Singapore, Hong Kong, the British Virgin Islands, Ireland, Germany, or the United Kingdom please refer to Section 6.12 for further information;
are not in the United States and are not a person (including a nominee or custodian) acting for the account or benefit of a person in the United States (to the extent such person holds

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Shares and is acting for the account or benefit of a person in the United States) unless allowed under the applicable security laws; and

are eligible under all applicable securities laws to receive an offer under the Offer.

All Shareholders who do not satisfy the criteria to be Eligible Shareholders are Ineligible Shareholders. Ineligible Shareholders are not entitled to participate in the Offer, unless the Company otherwise determines.

The restrictions upon eligibility to participate in the Offer arise because the Company has determined, pursuant to ASX Listing Rule 7.7.1(a) and section 708AA (including section 9A(3)(a)) of the Corporations Act, that it would be unreasonable to extend the Offer to Ineligible Shareholders. This ‑ decision has been made after taking into account the number of non residents in Australia, New Zealand, the United States of America, Hong Kong, Singapore, Germany, the British Virgin Islands, Ireland and the United Kingdom, on the Company's Share register, the relatively small number and value of New Shares to which those Shareholders would otherwise be entitled, and the potential costs of complying with legal and regulatory requirements in the jurisdictions in which the Ineligible Shareholders are located in relation to the Offer.

The Company, in its absolute discretion, may extend the Offer to any Shareholder if it is satisfied that the Offer may be made to the Shareholder in compliance with all applicable laws. The Company, in its absolute discretion, reserves the right to determine whether a Shareholder is an Eligible Shareholder or an Ineligible Shareholder. To the maximum extent permitted by law, the Company disclaims all liability in respect of such determination.

By returning a completed personalised Entitlement and Acceptance Form and making a payment by EFT, or making a payment by BPAY[®] , you will be taken to have represented and warranted that you satisfy each of the criteria listed above to be an Eligible Shareholder. Nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.

6.2 Ranking of New Shares

New Shares issued under the Offer will be fully paid and rank equally in all respects with existing Shares on issue from their time of issue. The rights and liabilities attaching to the New Shares are set out in the Company's constitution, a copy of which is available at www.kglresources.com.au.

6.3 Risks

The Company's Investor Presentation details important factors and risks that could affect the financial and operating performance of the Company. You should refer to the "Key Risk Factors" section of the Company's Investor Presentation released to ASX on 6 March 2025 which is included in Section 5. You should consider these factors in light of your personal circumstances, including financial and taxation issues, before making a decision in relation to your Entitlement.

6.4 Reconciliation, and the rights of the Company

The Offer and the calculation of Entitlements is a complex process. There may be a need to undertake a reconciliation of Entitlements. If reconciliation is required, it is possible that the Company may need to issue additional New Shares to ensure that the relevant investors receive their appropriate allocation of New Shares.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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The Company also reserves the right to reduce the size of an Entitlement or number of New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders or other applicable investors, if the Company believes in its complete discretion that their claims are overstated or if they or their nominees fail to provide information requested to substantiate their claims. In that case, the Company may, in its discretion, require the relevant Shareholder to transfer excess New Shares at its direction at the Offer Price per New Share. If necessary, the relevant Shareholder may need to transfer existing Shares held by them or to purchase additional Shares on-market to meet this obligation. The relevant Shareholder will bear any and all losses caused by subscribing for New Shares in excess of their Entitlement and any actions they are required to take in this regard.

By applying under the Offer, those doing so irrevocably acknowledge and agree to do the above as required by the Company in its absolute discretion. Those applying acknowledge that there is no time limit on the ability of the Company to require any of the actions set out above.

6.5 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted.

6.6 Rounding of Entitlements

Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.

6.7 Trading of Entitlements

Your Entitlement is personal and cannot be traded on ASX, transferred, assigned or otherwise dealt with. If you do not take up your Entitlement by the Closing Date, being 5.00pm (Sydney time) on 26 March 2025, your Entitlement will lapse.

6.8 Quotation and trading of New Shares

The Company will apply for quotation of the New Shares on ASX in accordance with the ASX Listing Rule requirements. Trading of New Shares will, subject to ASX approval, occur shortly after allotment. If ASX does not grant quotation of the New Shares, the Company will repay all Application Monies (without interest). It is expected that trading on ASX of New Shares to be issued under the Offer will commence at 10.00am (Sydney time) on 3 April 2025 on a normal settlement basis. Application Monies will be held by the Company on trust for applicants until the New Shares are allotted. No interest will be paid on Application Monies.

It is the responsibility of applicants to determine the number of New Shares allotted and issued to them prior to trading in the New Shares. The Company will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by the Company or failure to maintain their updated details with the Company's Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt as to these matters, you should first consult with your stockbroker, solicitor, accountant, financial adviser or other professional adviser.

6.9 Notice to nominees and custodian

If the Company believes you hold Shares as a nominee or custodian you will have received, or will shortly receive, a letter in respect of the Offer. Nominees and custodians should consider carefully the contents of that letter.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Persons acting as nominees for other persons must not take up Entitlements on behalf of, or send any documents related to the Offer to, any person in the United States or any person that is acting for the account or benefit of a person in the United States. Persons in the United States and persons acting for the account or benefit of persons in the United States will not be able to take up or exercise Entitlements and may receive no value for any such Entitlements held.

The Company is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of Shares or Entitlements. Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the Offer by the beneficiary complies with applicable foreign laws. The Company is not able to advise on foreign laws.

Nominees and custodians may not send copies of this Offer Booklet, the accompanying Entitlement and Acceptance Form, or the accompanying ASX Announcements (including the Company's Investor Presentation included as part of this Offer Booklet), or any other material relating to the Offer, to persons in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person holds Shares and is acting for the account or benefit of a person in the United States) or in any other jurisdiction outside Australia, New Zealand or another jurisdiction in which such distribution is permitted (see Section 6.12).

Nominees and custodians may not accept the Offer on behalf of a person in the United States or any other country outside Australia and New Zealand unless permitted under applicable laws (see Section 6.12).

6.10 Not investment advice

This Offer Booklet is not a prospectus, product disclosure statement or other form of disclosure document under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The Company is not licensed to provide financial product advice in respect of the New Shares. This Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares, nor does it purport to contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with the Company's other periodic statements and continuous disclosure announcements lodged with ASX, which are available at www.kglresources.com.au.

Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the information in this Offer Booklet, you have any questions about the Offer, you should contact your stockbroker, solicitor, accountant, financial adviser or other professional adviser or call the Company’s Shareholder information line on 1800 881 526 between 8.30am and 5.30pm (Sydney time), Monday to Friday. The Offer website can be found here.

Nominees and custodians may not distribute any part of this Offer Booklet in the United States or in any other country outside Australia except:

that Australian nominees may send this Offer Booklet and related offer documents to beneficial Shareholders who are professional or institutional Shareholders in other countries (other than the United States) listed in, and to the extent permitted under, Section 6.12; and
to beneficial Shareholders in other countries (other than the United States) where the Company may determine it is lawful and practical to make the Offer.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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6.11 Information availability

If you are in Australia you can obtain a copy of this Offer Booklet during the period of the Offer by calling the Company’s Shareholder information line on 1800 881 526 between 8.30am and 5.30pm (Sydney time), Monday to Friday. The Offer website can be found here.

A replacement personalised Entitlement and Acceptance Form can also be requested by calling the Company’s Shareholder information line, or by downloading an electronic version from the Company's website.

If you access the electronic version of this Offer Booklet, you should ensure that you download and read the entire Offer Booklet.

6.12 Foreign jurisdictions

The information in this Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia. To the extent that you hold Shares or Entitlements on behalf of another person resident outside Australia, it is your responsibility to ensure that any participation (including for your own account or when you hold Shares or Entitlements beneficially for another person) complies with all applicable foreign laws and that each beneficial owner on whose behalf you are following instructions set out in the personalised Entitlement and Acceptance Form is not in the United States and not acting for the account or benefit of a person in the United States.

This Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Offer, the Entitlements, or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia.

New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing Shareholders with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand).

This Offer Booklet has been prepared in compliance with Australian law and has not been registered, filed with, or approved by, any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This Offer Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States

This Offer Booklet, the accompanying Entitlement and Acceptance Form, and the accompanying ASX Announcements (including the Company's Investor Presentation included as part of this Offer Booklet) do not constitute an invitation or offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this Offer Booklet nor the accompanying Entitlement and Acceptance Form may be distributed or released in the United States. None of the Entitlements or the New Shares offered under the Offer have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may not be issued to, or taken up or exercised by, and the New Shares may not be offered or sold directly or indirectly to, persons in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of such a person in the United States) unless they have been registered under the US Securities Act (which the Company has no obligation to do or to procure) or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the

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US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

The New Shares to be offered and sold in the Offer may only be offered and sold outside the United States in 'offshore transactions' (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act.

Any non-compliance with these restrictions may contravene applicable securities laws.

Singapore

This Offer Booklet and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus (as defined in the Securities and Futures Act 2001 of Singapore ( SFA )) in Singapore with the Monetary Authority of Singapore. Accordingly, this Offer Booklet and any other document or materials in connection with the Offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part 13 of the SFA, or as otherwise pursuant to, and in accordance with, the conditions of any other applicable provisions of the SFA.

This Offer Booklet is strictly confidential and has been given to you on the basis that you are:

an existing Shareholder;
an ‘institutional investor’ (as defined in Section 4A(1)(c) of the SFA ( Institutional Investor )); or
an ‘accredited investor’ (as defined in Section 4A(1)(a) of the SFA and as modified pursuant to Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore ( Accredited Investor )).

By receiving and reviewing this document, you confirm that you fall within the categories set out above. If you receive this Offer Booklet and do not fall within the categories set out above, you must immediately delete or destroy this Offer Booklet which you shall not act or rely on. This document is personal to you and this document and the information herein may not be reproduced in whole or in part, or redistributed to any other person. By taking possession of this document, you agree not to cause or allow this Offer Booklet to be transmitted to any other person, and agree not to reproduce or redistribute this Offer Booklet or any information herein in any format.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

If you (or any person for whom you are acquiring the New Shares) are in Singapore, you (and any such person) represent that you (and any such person):

are an existing Shareholder, an Institutional Investor or an Accredited Investor;
will acquire the New Shares in accordance with applicable provisions of the SFA; and
acknowledge that the offer of the New Shares is subject to the restrictions (including resale restrictions) set out in the SFA.

Where an offer or invitation to make an offer to subscribe for the New Shares is made to you on the basis that you qualify as an Accredited Investor pursuant to Section 275(1) of the SFA, unless otherwise waived by the Company in their absolute discretion, you represent, undertake and warrant on a continuing basis that you qualify as an Accredited Investor, and agree to be treated by the Company as an Accredited Investor in connection with your investment in the Company having been apprised of and understanding the consequences of opting-in to be treated as an Accredited Investor

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(and has not withdrawn such consent), in accordance with such procedures as may be prescribed by the Company.

Hong Kong

WARNING: The contents of this Offer Booklet have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this Offer Booklet, you should obtain independent professional advice.

This Offer Booklet has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) ( CWUMPO ), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) ( SFO ). No action has been taken in Hong Kong to authorise or register this Offer Booklet or to permit the distribution of this Offer Booklet or any documents issued in connection with it.

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or (a) to persons in Hong Kong who are professional investors (as defined in the SFO and any rules made under that ordinance); or (b) in circumstances which do not result in this Offer Booklet or any such advertisement, invitation or document being a “prospectus” as defined in the CWUMPO or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CWUMPO. No person allotted New Shares may sell, or offer to sell, such New Shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such New Shares.

This Offer Booklet is confidential to, and solely for the use, of the person to whom it is addressed and must not be distributed, published, reproduced or disclosed (in whole or in part) by the recipient to any other person in Hong Kong or use for any purpose in Hong Kong.

The contents of this Offer Booklet have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any of the contents of this Offer Booklet, you should obtain independent professional advice. If you (or any person for whom you are acquiring the New Shares) are in Hong Kong, you (and any such person) represent that you (and any such person) are a 'professional investor' (as defined under the SFO and any rules made thereunder).

British Virgin Islands

The New Shares may not be offered in the British Virgin Islands unless the Company or the person offering the New Shares on its behalf is licensed to carry on business in the British Virgin Islands. While the Company is not licensed to carry on business in the British Virgin Islands, the New Shares may be offered to existing Shareholders in the British Virgin Islands from outside the British Virgin Islands.

Ireland

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of an offer of securities to the public in Ireland within the meaning of EU Regulation 2017/1129/EU (the "Prospectus Regulation"). The New Shares have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to "qualified investors" as defined in Article 2(e) of the Prospectus Regulations.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Germany

This document has not been, and will not be, registered with or approved by any securities regulator in Germany. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in Germany except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union ( Prospectus Regulation ). In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in Germany is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).

United Kingdom

Neither the information in this Offer Booklet, nor any other document relating to the Offer, has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ( FSMA )) has been published or is intended to be published in respect of the New Shares. No New Shares have been offered or will be offered pursuant to the Offer to the public in the United Kingdom by means of this Offer Booklet, any accompanying letter or any other document, except that the New Shares may be offered to the public in the United Kingdom at any time to:

'qualified investors' (within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ( UK Prospectus Regulation ));
fewer than 150 persons (other than 'qualified investors' (within the meaning of the UK Prospectus Regulation)) in the United Kingdom; and
in any other circumstances falling within section 86 of the FSMA,

provided that no such offer of the New Shares shall not require the Company to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an "offer to the public" in relation to the New Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any New Shares to be offered so as to enable an investor to decide to purchase or subscribe for any New Shares.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this Offer Booklet is being distributed only to, and is directed at, persons:

who fall within Article 43 (members or creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; or
to whom it may otherwise be lawfully communicated,

(together, Relevant Persons ).

The investments to which this Offer Booklet relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Offer Booklet or any of its contents.

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6.13 Governing law

This Offer Booklet, the Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Queensland, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.

6.14 Disclaimer or representations

No person is authorised to give any information, or to make any representation, in connection with the Offer that is not contained in this Offer Booklet.

Any information or representation that is not in this Offer Booklet may not be relied on as having been authorised by the Company, or its related bodies corporate, in connection with the Offer. Except as required by law, and only to the extent so required, none of the Company, nor any other person, warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Offer Booklet or its contents.

6.15 Withdrawal of the Offer

The Company reserves the right to withdraw all or part of the Offer at any time, subject to applicable laws, in which case the Company will refund Application Monies in relation to New Shares not already issued in accordance with the Corporations Act and without payment of interest.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to the Company will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to the Company.

6.16 Privacy

As a Shareholder, the Company and the Company's Share Registry have already collected certain personal information from you. If you apply for New Shares, the Company and the Company's Share Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of the New Shares, service your needs as a Shareholder, provide facilities and services that you request, and carry out appropriate administration.

To do that, the Company and the Company's Share Registry may disclose your personal information for purposes related to your shareholdings to their agents, contractors or third party service providers to whom they outsource services, in order to assess your application for New Shares, the Company's Share Registry for ongoing administration of the register, or to printers and mailing houses for the purposes of preparation of the distribution of Shareholder information and for handling of mail, or as otherwise permitted under the Privacy Act 1988 (Cth).

If you do not provide us with your personal information, we may not be able to process your application. In most cases you can gain access to your personal information held by (or on behalf of) the Company or the Company's Share Registry. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this, please contact us if any of the details you have provided change. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it. You can request access to your personal information by telephoning or writing to the Company through the Company's Share Registry as follows:

MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 [email protected] Ph: +61 1800 502 355 (free call within Australia)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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7. GLOSSARY

In this Offer Booklet, unless the context otherwise requires:

$	means Australian dollars.
ABN	means Australian business number.
Accredited Investor	has the meaning given to that term in Section 6.12.
Application Monies	means application monies for New Shares received from an
	applicant.
ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited (ACN 008 624 691) and where	the context
	permits, the market operated by it.
ASX Announcements	means the Company's ASX announcements included in Section 5,
	being the Company's announcement to ASX on 6 March 2025 and
	the Investor Presentation.
Board	means the board of Directors of the Company.
Company	means KGL Resources Limited (ACN 082 658 080).
CGT	means capital gains tax.
Closing Date	means the day the Offer closes, expected to be 5.00pm (Sydney
	time) on 26 March 2025.
Corporations Act	means the_Corporations Act 2001_(Cth).
CWUMPO	has the meaning given to that term in Section 6.12.
Director	means a director of the Company.
Eligible Shareholder	has the meaning given to that term in Section 1.2.
Eligible Top-Up Facility	has the meaning given to that term in Section 3.9.
Participants
Entitlement	means an Eligible Shareholder's entitlement to subscribe for New
	Shares.
Entitlement and	means the personalised form that accompanies this Offer Booklet
Acceptance Form	when despatched to Eligible Shareholders.
Excess Amount	has the meaning given to that term in Section 3.5.
FSMA	has the meaning given to that term in Section 6.12.
Ineligible Shareholder	means a Shareholder who is not an Eligible Shareholder.
Institutional Investor	has the meaning given to that term in Section 6.12.
Investor Presentation	means the Company's investor presentation released to ASX on
	6 March 2025 and included in Section 5.
KMP	has the meaning given to that term in Section 1.1.
New Share	means a Share to be allotted and issued under the Offer.
Offer	means the pro-rata traditional non-renounceable entitlement offer of
	1 New Share for every 8 existing Shares held at the Record Date at
	an Offer Price of $0.095 per New Share.
Offer Booklet	means this document.
Offer Price	means $0.095 per New Share.
Prospectus Regulation	has the meaning given to that term in Section 6.12.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Record Date means 7.00pm (Sydney time) on 12 March 2025. Relevant Persons has the meaning given to that term in the ‘Important Notices’ and in Section 6.12. Section means a section of this Offer Booklet. SFA has the meaning given to that term in Section 6.12. SFO has the meaning given to that term in Section 6.12. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a registered holder of Shares. Share Registry means MUFG Corporate Markets (AU) Limited (formerly Link Market Services Limited) (ACN 083 214 537). Shortfall Shares has the meaning given to that term in Section 3.9. Take-Up has the meaning given to that term in Section 1.4 TERP means theoretical ex-rights price. TFN means tax file number. Top-Up Facility has the meaning given to that term in Section 1.1. UK Prospectus has the meaning given to that term in Section 6.12. Regulations US Securities Act means the U.S. Securities Act of 1933, as amended.

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ASX: KGL
Investor Presentation
Equity Raising
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Approved by KGL Resources Board

March 2025

Important Notices and Disclaimer

No reliance: To the maximum extent permitted by law, the information in this presentation is given without any liability whatsoever being accepted by KGL or any of its related bodies corporate or their respective directors, officers, employees, advisors and agents (together, the Relevant Parties). The information contained in this presentation is not intended to constitute legal, tax or accounting advice or opinion. No representation or warranty, expressed or implied, is made as to the accuracy, completeness or thoroughness of the information, whether as to the past or future. Recipients of this presentation must make their own independent investigations, consideration and evaluation. To the maximum extent permitted by law, each Relevant Party disclaims all liability and responsibility for any direct or indirect loss or damage which may be suffered by any recipient through the use of or reliance on anything contained in or omitted from this presentation or its contents or otherwise arising in connection with it.

Limited disclosure: This presentation contains summary information about KGL and its activities which is current at the date of this presentation (unless otherwise noted). The information in this presentation is of a general nature. This presentation does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in KGL. It should be read in conjunction with KGL’s other periodic and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au.

Seek your own advice: In providing this presentation, KGL has not considered the objectives, financial position or needs of the recipient. The recipient should consult with its own legal, tax or accounting advisers as to the accuracy and application of the information contained herein, and conduct its own due diligence and other enquiries in relation to such information and any investment in KGL and the recipient’s objectives, financial position or needs.

Financial information: All references to ‘$’, ‘A$’ or ‘AUD’ in this presentation are to Australian dollars unless otherwise noted.

Certain financial data included in this presentation is ‘non-IFRS financial information’ under ASIC Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published by ASIC and is also considered ‘non-GAAP financial measures’ under Regulation G of the US Securities Exchange Act of 1934, as amended. Such measures are not recognised under Australian Accounting Standards or the International Financial Reporting Standards (IFRS). The disclosure of such non-GAAP financial measures in the manner included in this presentation may not be permissible in a registration statement under the US Securities Act.

KGL believes the non-IFRS financial information / non-GAAP financial measures provide useful information to users in measuring the financial performance and condition of KGL. However, investors should note that the non-IFRS financial information / non-GAAP financial measures do not have a standardised meaning prescribed by the Australian Accounting Standards or IFRS.

Therefore, the non-IFRS financial information / non-GAAP financial measures are not a measure of financial performance, liquidity or value under the Australian Accounting Standards or IFRS and may not be comparable to similarly titled measures presented by other entities, nor should the information be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards or IFRS. Investors are therefore cautioned not to place undue reliance on any non-IFRS financial information / non-GAAP financial measures included in this presentation

Cautionary note regarding reserves and resources: As an Australian company with securities listed on ASX, KGL is required to report ore reserves and mineral resources in accordance with the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). Mining companies in other countries may be required to report their mineral reserves and / or resources in accordance with other guidelines (for example, Subpart 1300 of Regulation S-K in the United States).

This announcement contains certain ‘forward-looking statements ’ within the meaning of the securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as ‘may,’ ‘should,’ ‘expect,’ ‘anticipate,’ ‘estimate,’ ‘scheduled’ or ‘continue’ or the negative version of them or comparable terminology. Any forecasts or other forward looking statements contained in this announcement are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. KGL does not give any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur and you are cautioned not to place undue reliance on forward-looking statements.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Highlights

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Feasibility Study Update released with robust economics, attractive capital efficiency and strong margins

All necessary approvals to commence construction in Tier One mining jurisdiction

Experienced Board and management Track record in projects Building the delivery team

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High Grade Cu Project 29Mt @ 1.8% Cu with Au & Ag credits significant growth potential through ongoing targeted exploration

10 Year Mine Life

straightforward processing, ~1Mt Cu concentrate LOM (30k tpa Cu contained steady state)

Robust copper market fundamentals Jervois expected to produce into growing supply deficits

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Jervois Copper Project Update | March 2025 | ASX:KGL

Jervois Project, NT

KGL’s Jervois Project is a high-grade polymetallic project mid way between Alice Springs, Northern Territory and Mt Isa, Queensland.
Fully Permitted
➢ Initial 10 year mine.
➢ 2-year delivery timetable coincides with projected Cu supply gap.
• High Grade Resource
➢ 29mt @ 1.8% Cu. (including Rockface indicated resource of over 3% Cu).
➢ Resources contain > 500kt of Cu, 23 Moz of silver and 210koz of gold.
Attractive Economics - Leveraged to rising copper price
➢ Average 30kt per annum copper contained (steady state).
➢ NPV (8%) after-tax $405 M @ US$4.58/lb (@ AU$0.64).
Extensive Exploration Potential
➢ Adjacent to a crustal scale fault, large high-grade under-explored mineralising system with significant upside potential, open both laterally and at depth.
➢ Exploration targets
- ➢ Building on high grade at Rockface and southern domain lateral extension.
- ➢ Scarpe trend - similar mineralisation to Reward (brecciated IOCG). ➢ Lead / Zinc mineralisation addition.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Jervois Project: Overview

Two open pit mines (Reward and Bellbird) and four underground mining areas (Rockface, Reward, Marshall, Bellbird).
➢ Open cut operations - primary ore feed for first four years using conventional earthmoving equipment.
➢ Transition to Underground – initial development and stooping.
Straightforward Metallurgy
➢ 95% sulphides at 92% Cu recovery.
➢ Simple process plant design with nameplate capacity 2 Mtpa ore, (a 25% increase from FS22.)
➢ Ore milling and regrind, using Jameson cells for rougher and cleaner flotation and filters.
➢ Approx. 1 Mt of 27% Cu concentrate with Au & Ag credits over a 10 year mine life.
➢ Average production rate of 30kt per annum copper contained steady state following plant ramp up.
Concentrate to be sold under a Free on Transport (FOT) / ex-site, commercial offtake contract being finalised.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Equity Raising

Jervois Copper Project Update | March 2025 | ASX:KGL

Equity Raising Overview

Equity raising to raise up to A$7.7 million, comprising:
- a 1 for 8 pro-rata traditional non-renounceable entitlement offer ( Offer )
Offer Structure &  Commitments for A$2.7 million[1] Size ◼
Minimum raising of A$3 million (before costs) under the Offer
Up to approximately 81 million new KGL shares ( New Shares ) will be issued
◼ Top-up facility for shareholders

Top-up Facility Unlimited Top-up facility available to participating shareholders:

Offer Price

Offer price of A$0.095 per New Share, which as of close of trading on 4 March 2025 represents:  a 3% discount to the 17-day VWAP of KGL shares on ASX of A$0.098[2]
a 5% discount to the last closing price of KGL shares on 4 March 2025 of A$0.10
a 3% discount to TERP of A$0.099 (assuming a full take up of Offer)[3]

Use of Proceeds

Minimum raise of A$3 million[4] allow the Company to make commitments to progress the following: ◼ Corporate Financial Advisor(s) to deliver Project Funding options required for construction ◼ Corporate and Site overheads

Shareholder Support

◼ KGL’s largest shareholder, KMP Investments (35.14%) is supportive and have committed to take up their entitlements under the Offer in full.[1]

Note 1: KGL’s largest shareholder, KMP Investments (35.14%) is supportive and has committed to take up their entitlements under the Offer in full. Note 2: The average of the volume-weighted average prices (VWAP) of the ordinary shares in KGL on ASX for the last 17 trading days ending on 4 March 2025 (rounded). Note 3: The theoretical ex-rights price (TERP) including shares issued under the Offer (on the assumption that it is fully subscribed).

Note 4: The ‘minimum raise condition’ is satisfied if the Company receives commitments under the Offer for no less than A$3 million (before costs).

Jervois Copper Project Update | March 2025 | ASX:KGL

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Equity Raising Overview

Sources of Funds	$ (Min)	$ (Min)	$(Max)	$(Max)
Existing Cash Position1,2	A$5.4m		A$5.4m
Entitlement Offer3	A$3.0m		A$7.7m
Total	A$8.4m		A$13.1m

Use of Funds (includes January and February 2025 expenditure)		$ (Min)		$(Max)
Project Funding for Construction		A$5.0m		A$5.0m
Corporate and Site Overheads		A$2.9m		A$3.4m
Project Execution, planning and finalise ITR		A$0.5m		A$1.7m
Initial Siteworks enabling critical path activities		-		A$3.0m
Total		A$8.4m		A$13.1m

Note 1: Cash position as at 31 December 2024 based on KGL’s December 2024 Appendix 5B. Use of Funds includes expenditure from 31 December 2024.

Note 2: Cash position as at 28 February 2025 was c.A$3.1m.

Note 3: Assuming A$3.0 million minimum raise; funds raised in excess of the A$3.0 million minimum raising (up to an additional A$4.7 million in the event that the Offer is fully subscribed) will be used to continue initial siteworks and geophysical investigations. The Board reserves the right to change the allocation of funds where there are changes in market conditions, exploration priorities or strategic objectives.

Key Information	Current	Post Equity Raising	Post Equity Raising
		Min Raise (A$3m)	Max Raise (A$7.7m)
Share Price1	A$0.10	A$0.099	A$0.099
Ordinary Shares On Issue	648.1m	679.7m	729.1m
Market Capitalisation	A$64.8m	A$67.8m	A$72.5m
Cash2	A$5.4m	A$8.4m	A$13.1m
Debt3	A$0m	A$0m	A$0m
Enterprise Value	A$59.4m	A$59.4m	A$59.4m

Note 1: Post equity raising price is TERP calculated based on $A3.0 million and A$7.7 million Equity Raising. TERP is a theoretical calculation only; the actual price at which KGL shares trade immediately after the ex-date may differ.

Note 2: Current Cash is at 31 December 2024 based on KGL’s December 2024 Appendix 5B. Post equity raising position reflects proceeds before costs.

Note 3: Excludes lease liabilities & December 2024 creditors.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Funding for Project Construction

Company can now actively engage with equity and debt investors as part of the capital raising process for project development.
The Project is expected to be funded via a combination of equity, term and working capital debt.
KGL is appointing a financial advisor(s) to assist in structuring and funding process for the Jervois Project.
Equity discussions include institutional investors, strategic partnering and other investors.
This process will run in parallel with the senior debt and working capital process and will support an optimised funding package for construction through to steady state concentrate production and sales.
The Project’s total funding requirement amounts to $498m peaking during Q1 2027 (pre-financing costs) comprised of:
Pre-production capital costs of A$362 million.
Working capital A$136 million – primarily open pit ramp up prior to plant commissioning.
Additional support from Federal Government funding initiatives will be targeted.
Project Construction is expected to commence in 2[nd] half calendar 2025[1] .
The Project is expected to bring significant employment and economic benefits to the Northern Territory including economic development, regional infrastructure, opportunities for Indigenous engagement, employment and royalties.

Note 1: Timeframes to construction and mining referred to in this presentation assume that the necessary project funding (debt and equity/partnership) package for construction can be procured in the coming months without any substantive delay. Successful project financing for the Jervois Project will depend on a range of factors, many of which are outside of KGL’s control. For more information refer to the risk: "FID delay risk" on slide 27 for more information.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Feasibility Study Overview

Jervois Copper Project Update | March 2025 | ASX:KGL

Feasibility Study Update – Headline numbers

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$405 M c.$229 M $112 M 10 Year Post Tax NPV (8%) @ US$4.58/lb Average EBITDA (Steady State) Avg. After-tax Free Cash Flow[1] Mine Life Post Tax NPV (8%) A$682 M @ US$5.90/lb

29 Cu Copper $362 M 30 kt pa $1.95/lb 24% / 3.4 Yrs Pre-production Capital Cost[2] Avg. Annual Cu Production C1 Cash Costs (steady state) IRR (post tax) / Payback Period Capital Efficiency A$12,000/t With gold & silver credits Jervois starts production

Note 1. Reflects the first 10 years of production. Free cashflow is unlevered. Note 2. Funding requirement excludes working capital (open pit opex and contingency of $136m).

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Jervois Copper Project Update | March 2025 | ASX:KGL

Robust 10 year mine life with upside potential

✓ Proportion of lower cost open cut ore (now primarily all Proven reserves) has increased from 25% to 41% of total ore mined. (FSU25 vs FS22).
✓ Additional adjacent open pit areas are being considered.
✓ Installed processing plant capacity enables incremental concentrate output above current plan.
✓ Simple payback is achieved during the period of open pit ore feed to mill (incl. underground pre-production costs).
✓ Mill feed transitions to underground ore in year 4 with the average Cu Eq. grade @ 2.2%, peaking in year 7 to c.3% Cu Eq., as mining progresses deeper.
✓ Steady state production avg. 30 ktpa Cu contained in concentrate. (~34 ktpa Cu Eq. payable).
✓ All lodes remain open, laterally and at depth.
✓ Proven and Probable Reserves: 14.4Mt at 2.1% Cu Eq. ✓ 87% of LOM ore tonnage.

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Ore Tonnage Mined by Source - Financial Year
2.5
2.0
1.5
1.0
0.5
-
Bellbird OP Reward OP Bellbird UG Reward UG
Concentrate Production based on Ore Reserve - Financial Year
140 100%
90%
120
80%
100 70%
60%
80
50%
60
40%
40 30%
20%
20
10%
0 0%
Concentrate Production
Ore Mined (Mt/year) CuEq Grade (%)
Thousand Tonnes Ore Reserve %
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Jervois Copper Project Update | March 2025 | ASX:KGL

Project Generates Robust Economics Short Payback / Strong Margins

✓ Technically robust:

Inputs from Xenith, Sedgman, Tier 1 mining contractors.
Independent review by RPM (Critical Issues)
- “No Red Flags”.
✓ Low capital Intensity (A$12,000/t Cu).
✓ Strong cash generation:
Strong EBITDA $229m p.a. (steady state).
Short Payback (3.4 yrs)[1] / IRR (24%).
✓ Copper contributes approximately 84%, whilst gold and silver by-products contribute circa 6% and 10%, respectively (gross revenue basis).
✓ NPV (8% real, after tax) $405M ($0.62/share).
✓ Significant value upside:
Resource growth / life extension and
Cu price, driven by forecast copper supply deficit.

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EBITDA Profile - Financial Year
700
600
500
400
300
200
100
-
(100)
Net Revenue Operating Costs Royalty EBITDA
A$m Real
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Note 1: Simple payback from first concentrate.

Jervois Copper Project Update | March 2025 | ASX:KGL

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Jervois Project FSU25: Key Metrics

Operating Metrics

Metal Price & Other Key Assumptions

Assumption	Units	Value
Mine Life	Years	10
Life of Mine Net Revenue	A$ billion	4.4
Life of Mine EBITDA	A$ billion	1.9
Cu Concentrate (LOM)	kdmt	983
Production
Copper (steady state)	kt pa	30
Silver	koz pa	1,016
Gold	koz pa	8.4
Operating and Capital Costs
C1 Cost steady state	US$/lb	1.95
C1 Cost (LOM) AISC steady state	US$/lb US$/lb	2.19 2.86
Construction Capital	A$ million	362
Peak Funding	A$ million	498

Assumption	Unit	L / T
Copper Price	US$/lb	4.58
Gold Price	US$/oz	2,668
Silver Price	US$/oz	32.62
FX AU$:US$	US$	0.64
Diesel Prices	A$/L	1.30
Electricity Prices	c/kWh	29.8

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NPV (8% real, after tax) – Sensitivity to Copper Prices
1000
800
600
400
200
0
Base Case Incentive Price Bullish Price
(US$4.58/lb) (US$5.90/lb) (US$6.80/lb)
A$0.62/share equiv. [1] ~A$1.0/share equiv. [ 1] ~A$1.5/share equiv. [ 1]
A$ Mn
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Note 1: Excludes Resource conversion / exploration upside.

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Jervois Copper Project Update | March 2025 | ASX:KGL

The Way Forward

Jervois Copper Project Update | March 2025 | ASX:KGL

Pathway to production in 2027

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Timetable is subject to securing adequate funding.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Project Delivery - Forward Work Plan

PROJECT EXECUTION PLAN (PEP)	PROJECT EXECUTION PLAN (PEP)	PROJECT EXECUTION PLAN (PEP)	PROJECT EXECUTION PLAN (PEP)	PROJECT EXECUTION PLAN (PEP)	Operations
Site Prep Construction				Construction Completion
6 months		12 months		6 months	Ongoing
Plant Procurement Process Plant Site Erection				Plant: Commissioning & Ramp Up	Plant @ 2Mtpa rate Reward OC: 2 x diggers / BB Completes UG Mobilisation / Rockface Development Commences
Clean up and Drainage	Laydown prep Reward O/C Commissioning		OC Mining commences at BB	Reward & BB Open Pit	Reward OC: 2 x diggers / BB Completes
Water: Pipeline	Creek diversion Haul Roads		TSF Construction	Rockface UG Site Prep	UG Mobilisation / Rockface Development Commences
Construction Water Supply Dams	Crushing Plant Preliminary Power Infrastructure		Site Electrification
Fencing	Batch Plant Fuel & Explosives storage		Ore Feed Stockpile
Camp Infrastructure Camp Infrastructure
	Airstrip Bulk Earthworks Airstrip commissioning

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Jervois Copper Project Update | March 2025 | ASX:KGL

Copper Market

Jervois Copper Project Update | March 2025 | ASX:KGL

Copper outlook is robust

Market Outlook

Supply Demand Forecast[2]

S&P Global “demand for refined copper will double … by 2035”.
Demand forecasts reflect global commitments to achieve Net Zero by 2050 with electric vehicles and the grid key demand drivers + traditional demand growth.

Demand

At COP28 climate change conference, over 60 countries endorsed a plan to triple global renewable energy capacity by 2030.
Accelerating demand expected from the clean energy transition, data centres and AI, defence industries and ongoing industrial demand in China, India and SE Asia.
Clean energy technologies are more copper intensive.

Supply Constraint

“The pronounced lack of new projects has begun to bite, constraining refined copper production and spotlighting years of underinvestment in copper exploration and development”.[1]
The average time to progress projects from discovery to production is around 16 years.[3]
BHP estimates that copper potentially needs around US$250 billion in growth capital by 2030.[4]

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Concentrate supply is expected to peak in 2025. Lack of investment and approved project pipeline together with declining grades in current operations could see a supply gap of 35% by the end of this decade according to Trafigura[5] .

Note 1: Michael Widmer, Bank of America, Commodity Strategist – April 8, 2024. Note 2: Woodmac; Goldman Sachs Global Investment Research Note 3: Paul Manalo, S&P Global , Discovery to production averages 15.7 years for 127 mines Note 4: Mike Henry, Bank of America Global Metals, Mining and Steel Conference 2023

Note 5: Emma Powel, The Times, Supply gap for copper “could grow to a third” trader predicts”.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Copper Market Forecast

The world cannot decarbonise without copper , a key component of renewables and electrification. According to Wood Mackenzie, copper demand is expected to rise by 75% by 2050, reaching 56 million tonnes, driven by the clean energy transition, urbanization, and electrification, which will require significant investment in new copper projects to meet this growing demand. (August 2024).
Global copper demand is expected to accelerate for the period 2021-2035 to grow at 2.6% annually or roughly 1 Mt copper demand growth per year compared with a 1.9% CAGR over the past 15 years. Surging demand is being driven by the simultaneous adoption of copper-intensive technologies, such as electric vehicles (EVs), renewable energy systems, grid investments, and data centres, alongside increased military demand and continued economic development in emerging markets.

Bloomberg NEF Transition Metals Outlook 2023

Lower grades and increased depth and complexity of deposits, present significant challenges for primary supply . Growing regulatory, environmental and sustainability commitments have increased the time and cost of developing a mine, and this inflationary trend may prove stubbornly persistent. The long lead times to develop new mines are hampering any meaningful supply response.
According to Bloomberg NEF (2023), the copper market is forecast to move into a growing deficit through this decade, and to grow quickly to expand to a large deficit of 21 million tonnes per year by 2050 . Illustrating this, the orange line in the adjacent chart represents supply, and the shaded area represents demand (and its constituents by use type).
According to BHP, “with the deficit conditions anticipated in the final third of the 2020s, it is possible that we enter into a “fly-up” pricing regime , whereby prices disconnect from the cost curve due to systematic excess of demand over supply amid inadequate inventory levels”. BHP’s Economic and Commodity Outlook. August 2024

Trading Economics (Feb 2025)

Jervois Copper Project Update | March 2025 | ASX:KGL

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KGL Corporate Snapshot

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Corporate Structure ASX Code: KGL

52 week low / high

Share Price

Shares Outstanding

Options on Issue

Market Capitalisation

Cash (31 December 2024)

KGL Share Price Performance vs Copper Price

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0.25
5.00
4.50
0.20
4.00
0.15
3.50
3.00
0.10
2.50
0.05 2.00
Major Shareholders Shareholders by Geography
Europe
KMP Funds 3.0%
11.0%
Investments
Asia
35.1%
42.0%
Denis
Wood
8.9%
Marshall
Plenty
7.0% Australia
30.5%
North
Other America
38.0% 10.7%
KGL Share Price A$ Copper Price US$/lb
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Key Takeaways

FSU25 delivered Q1 2025

▪ Confirmed robust technical and financial results.

Growing the Resource

▪ Active exploration program improving and

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▪ Fully Permitted to commence.

▪ Attractive project capital intensity; simple scope

▪ ITE Report being completed for project funding.

Funding discussions underway

▪ Discussions commenced with potential equity

▪ Major contracts to be finalized in H1 2025.

▪ Ongoing optimisation work separate to Project

Experienced Board & Management Team focused on pathway to production in 2027

▪ All planned UG mining areas remain open at depth.

▪ Outside of the current exploration focus, the 12 km.

Improving copper fundamentals supportive delivering project into expected chronic market shortfall

KGL share price has disconnected from bullish sentiment reflected in the increasing copper prices. We expect KGL share price to re-position, benefiting from project metrics and recent M&A multiples

Summary of Key Risks

Material Business Risks	General Risk Factors
Future Capital Raisings and Going Concern	Market
Exploration	Taxation
Final Investment Decision (FID) delay risk	Liquidity
Feasibility and Development	Securities Investment
Regulatory	Economic Factors
Occ Health and Safety	Accounting Standards
Limited Operating History
Key Personnel
Resource and Reserve Estimate
Environmental
Availability of Equipment and Contractors
Cu Price and AUD Exchange
Climate Change
Macro-economic

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KGL Resources Limited

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Key Risk Factors

Activities in KGL and its controlled entities, as in any business, are subject to risks which may impact on KGL’s future performance. There are a number of factors, both specific to KGL and of a general nature, which may affect the future operating and financial performance and position of KGL and the outcome of an investment in KGL. Some of these risks can be adequately mitigated by the use of safeguards and appropriate systems but many are beyond the control of KGL and its directors and cannot be mitigated.

Prior to deciding whether to take up their entitlement, eligible shareholders should read the entire Offer information booklet and review announcements made by KGL to ASX (at www.asx.com.au, ASX: KGL) in order to gain an appreciation of KGL and its activities, operations, financial position and prospects.

Shareholders should also consider the summary of key risk factors set out below which the directors of KGL believe represent some of the specific and general risks that shareholders should be aware of when evaluating KGL, and deciding whether to increase their shareholding in KGL. The key risk factors set out below are not intended to be an exhaustive list of all of the risk factors to which KGL is exposed, and they are not intended to be presented in any assumed order of priority. Additional risks and uncertainties not presently known to the directors of KGL, or which they currently believe to be immaterial, may also have an adverse effect on KGL.

An investment in KGL should be considered speculative. There can be no certainty that KGL will be able to successfully implement its business strategy. No representation is or can be made as to the future performance of KGL and there can be no assurance that KGL will achieve its objectives.

MATERIAL BUSINESS RISKS

Future Capital Raisings and Going Concern

KGL’s ongoing activities are expected to require substantial further financing in the future, in addition to amounts raised pursuant to the Offer. KGL will require additional funding to bring the Jervois Copper Project into commercial production. Any additional equity financing may be dilutive to shareholders and may be undertaken at lower prices than the current market price, and debt financing, if available, may involve restrictive covenants which limit KGL’s operations and business strategy. Although the directors of KGL believe that additional capital can be obtained, no assurances can be made, that appropriate capital or funding will, if and when needed, be available on terms favourable to KGL, or at all. If KGL is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations, and this could have a material adverse effect on KGL’s activities and could affect KGL’s ability to continue as a going concern.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Key Risk Factors

MATERIAL BUSINESS RISKS

Future Capital Raisings and Going Concern

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key Risk Factors

MATERIAL BUSINESS RISKS (cont..)

Regulatory Risk (cont…)

Mining and exploration tenements are subject to periodic renewal. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising KGL’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of KGL. It is also possible that, in relation to tenements which KGL has an interest in or will in the future acquire such an interest in, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of KGL to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations, may be affected. KGL has a registered Indigenous Land Use Agreement with the traditional owners for its Jervois Copper Project.

Occupational Health and Safety

Given KGL’s exploration activities (and especially if it achieves exploration success leading to mining activities), it will face the risk of workplace injuries which may result in workers’ compensation claims, related common law claims and potential occupational health and safety prosecutions. Further, the production processes used in conducting any future mining activities of KGL can be hazardous. KGL has, and intends to maintain, a range of workplace practices, procedures and policies which will seek to provide a safe and healthy working environment for its employees, visitors and the community.

Limited Operating History of KGL

KGL has limited operating history on which it can base an evaluation of its future prospects. If KGL’s business model does not prove to be profitable, investors may lose their investment. KGL’s historical financial information is of limited value because of KGL’s lack of operating history and the emerging nature of its business. The prospects of KGL must be considered in the light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly in the mineral exploration sector, which has a high level of inherent uncertainty.

Key Personnel

In formulating its exploration programs, feasibility studies and development strategies, KGL relies to a significant extent upon the experience and expertise of the directors of KGL and its management. A number of key personnel are important to attaining the business goals of KGL. One or more of these key employees could leave their employment, and this may adversely affect the ability of KGL to conduct its business and, accordingly, affect the financial performance of KGL and its share price. Recruiting and retaining qualified personnel is important to KGL’s success. The number of persons skilled in the exploration and development of mining properties is limited, and competition for such persons is strong.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key Risk Factors

MATERIAL BUSINESS RISKS (cont..)

Resource and Reserve Estimate Risk

Resource and reserve estimates are expressions of judgement based on knowledge, experience and industry practice. These estimates were appropriate when made but may change significantly when new information becomes available. There are risks associated with such estimates. Resource and reserve estimates are necessarily imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment. Adjustments to resource and reserve estimates could affect KGL’s future plans and ultimately its financial performance and value. Copper, silver and gold price fluctuations, as well as increased production costs or reduced throughput and/or recovery rates may render resources containing relatively lower grades uneconomic and may materially adversely affect resource and reserve estimations.

Environmental Risk

The operations and activities of KGL are subject to the environmental laws and regulations of Australia. As with most exploration projects and mining operations, KGL’s operations and activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. KGL attempts to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws and regulations. KGL is unable to predict the effect of additional environmental laws and regulations which may come into effect in the future, including whether any such laws or regulations would materially increase KGL’s cost of doing business or affect its operations in any area. However, there can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige KGL to incur significant expenses and undertake significant investments, which could have a material adverse effect on KGL’s business, financial condition and performance.

Availability of Equipment and Contractors

Prior to the COVID-19 pandemic, appropriate equipment, including drill rigs, was in short supply. There was also high demand for contractors providing other services to the mining industry. Current economic conditions, global and domestic, and the COVID-19 pandemic have only served to exacerbate these issues. Consequently, there is a risk that KGL may not be able to source all the equipment and contractors required to fulfil its proposed activities. There is also a risk that hired contractors may underperform or that equipment may malfunction, either of which may affect the progress of KGL’s activities. The availability of equipment, material and contractors is also a key consideration of KGL’s board of directors in relation to the timing of the final investment decision (‘FID’).

Final Investment Decision (FID) delay risk

FID delay can occur due to a number of factors, including financing issues, market demand, third party consents and regulatory approvals. There are a variety of factors beyond the Company’s control which may delay achieving FID for the Jervois Project, for example, ongoing inflationary pressure resulting in construction cost increases. Financiers will critically assess the Feasibility Study undertaken by the Company for the Jervois Project, particularly the assumptions that the Company has made in respect of some of the key sensitivities to the free cashflow, including sale prices and operating costs. That assessment may identify risks that the Company needs to address prior to any commitment from financiers. For example, such an assessment may require changes to the proposed front end engineering design for the Jervois Project, and or necessitate some or all of the sales of copper being hedged. Delays in FID can, in turn, result in cost escalations due to inflationary pressure and supply chain disruptions. Delays in FID may also jeopardise the availability of long lead items, causing further delays. Any material delays in achieving FID may also adversely affect KGL's share price and require interim equity funding to support KGL's ongoing operations until the Jervois Project is successfully commissioned.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key Risk Factors

MATERIAL BUSINESS RISKS (cont..)

Fluctuations in Copper Price and Australian Dollar Exchange Rate

The copper mining industry is competitive. There can be no assurance that copper, silver and gold prices will be such that KGL can mine its deposits at a profit. Copper,silver and gold prices fluctuate due to a variety of factors including supply and demand fundamentals, international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns and speculative activities. These fluctuations were exacerbated by the worldwide spread of the COVID-19 virus and at this stage, forecast recoveries from the impact of COVID-19 are speculative. Similarly, demand and supply of capital and currencies, forward trading activities, relative interest rates and exchange rates and relative economic conditions can impact exchange rates.

Climate Change Risk

The operations and activities of KGL are subject to changes to local or international compliance regulations related to climate change mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage, and other possible restraints on industry that may further impact KGL and its profitability. While KGL will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that KGL will not be impacted by these occurrences. Climate change may also cause certain physical and environmental risks that cannot be predicted by KGL, including events such as increased severity of weather patterns, incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which KGL operates. KGL is working proactively to increase the level of renewable energy penetration at its Jervois Copper Project and is considering a range to technologies that could be applied to the Jervois Copper Project for the benefit of all stakeholders.

Macro-Economic Risks

In 2023, the world continues to be impacted by COVID-19, with global supply chains, labour and equipment shortages still being materially affected. Although world economies have largely reopened, the economic impact of COVID-19 is still being felt. The COVID-19 pandemic also highlighted the severe impact that such a pandemic, epidemic or any other form of health crisis (whether COVID-19 related or otherwise) can have, including on capital markets, and if such a pandemic, epidemic or other form of health crisis were to occur in the future, it may have an adverse impact on KGL's operating and financial performance and financial position.

Inflationary pressures for appropriately skilled labour, oil and capital items are being seen across many industries, including the mining industry, and the recent geopolitical tensions across a number of areas worldwide (including the ongoing conflict between Ukraine and Russia) may also continue to adversely affect capital markets and cause spikes in materials prices, including diesel prices.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key Risk Factors

GENERAL RISK FACTORS

Mineral exploration and mining may be hampered by circumstances beyond the control of KGL and are speculative operations which by their nature are subject to a number of inherent risks. These include general risk factors such as the following.

Market Risk

As with all stock market investments, there are risks associated with an investment in KGL. Share prices may rise or fall and the price of KGL shares might trade below or above the issue price for the New Shares. The price at which KGL shares trade on ASX may be determined by a range of factors including movements in local and international equity and bond markets, general investor sentiment in those markets, inflation, interest rates, general economic conditions and outlook and changes in the supply of, and demand for, exploration and mining industry securities, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates. The market for KGL shares may also be affected by a wide variety of events and factors, including variations in KGL’s operating results, recommendations by securities analysts, and the operating and trading price performance of other listed exploration and mining industry entities that investors consider to be comparable to KGL. Some of these factors could affect KGL’s share price regardless of KGL’s underlying operating performance.

Taxation Risk

Any change in KGL’s tax status or the tax applicable to holding KGL shares or in taxation legislation or its interpretation, could affect the value of the investments held by KGL, affect KGL’s ability to provide returns to shareholders, and/or alter the post-tax returns to shareholders. In addition, an interpretation of Australian tax laws by the Australian Taxation Office that differs to KGL’s interpretation may lead to an increase in KGL’s tax liabilities and a reduction in shareholder returns. Personal tax liabilities are the responsibility of each individual investor. KGL is not responsible either for tax or tax penalties incurred by investors.

Liquidity Risk

There can be no guarantee that there will continue to be an active market for KGL shares or that the price of KGL shares will increase. There may be relatively few buyers or sellers of KGL shares on ASX at any given time. This may affect the volatility of the market price of KGL shares. It may also affect the prevailing market price at which shareholders are able to sell their KGL shares. This may result in shareholders receiving a market price for their KGL shares that is less or more than the price paid under the Offer.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key Risk Factors

GENERAL RISK FACTORS (cont..)

Securities Investment Risk

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies, have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the securities regardless of KGL’s performance. The past performance of KGL is not necessarily an indication as to future performance of KGL as the trading price of KGL shares can go up or down. Neither KGL, nor its directors, warrant the future performance of KGL or any return on an investment in KGL.

Economic Factors

The operating and financial performance of KGL is influenced by a variety of general economic and business conditions, including levels of consumer spending, oil prices, inflation, interest rates and exchange rates, supply and demand, industrial disruption, access to debt and capital markets, and government fiscal, monetary and regulatory policies. Changes in general economic conditions may result from many factors including government policy, international economic conditions, significant acts of terrorism, hostilities or war or natural disasters. A prolonged deterioration in general economic conditions, including as a result of an increase in interest rates, rising geopolitical tensions, or a decrease in consumer and business demand, may have an adverse impact on KGL’s operating and financial performance and financial position. This risk is heightened in the current uncertain economic environment. Examples of events that have affected (and may continue to affect) global geopolitical conditions include the ongoing conflict in Ukraine, the tensions between China and Taiwan, the United Kingdom ceasing to be a member of the European Union and the European Economic Area on 31 January 2020 (commonly referred to as “Brexit”), the bank failures in 2023 including the collapse of Silicon Valley Bank, Signature Bank and Silvergate Bank, and global trade developments relating to, among other things, the imposition or threatened imposition of trade tariffs and levies by major countries, including the United States and China. KGL’s future possible revenues and the KGL share price can be affected by these factors, which are beyond the control of KGL.

Accounting Standards

Australian accounting standards are set by the Australian Accounting Standards Board ( AASB ) and are outside KGL’s control. Changes to accounting standards issued by AASB could materially adversely affect the financial performance and position reported in KGL’s financial statements.

Appendix – Competent Person Disclosures

Jervois Copper Project Update | March 2025 | ASX:KGL

Jervois Mineral Resource

Mineral Resource Estimate (Reserve report dated 31 January 2025 (Table 19) and basis for Feasibility Study Update)

Resource		Material	Material	Grade	Grade	Grade	Grade	Metal	Metal
	Area	Category	Tonnes(Mt)	Copper (%)	Silver (g/t)	Gold (g/t)	Copper (kt)	Silver (Moz)	Gold (koz)
Open Cut Potential > 0.35% CuEq	Reward	Measured	2.67	1.89	46.4	0.42	50.4	3.98	36.2
		Indicated	4.01	1.31	44.4	0.23	52.6	5.73	30.2
		Inferred	0.05	1.08	15.4	0.14	0.6	0.03	0.2
	Bellbird	Measured	1.73	1.91	11.7	0.11	33.1	0.65	6.1
		Indicated	1.38	1.43	9.0	0.14	19.7	0.40	6.2
		Inferred	0.27	1.00	7.2	0.09	2.7	0.06	0.8
	Sub total		10.12	1.57	33.4	0.25	159.1	10.85	79.7
Underground Potential > 0.8% CuEq	Reward	Indicated	4.54	1.85	29.1	0.40	83.8	4.25	58.4
		Inferred	6.13	1.25	19.6	0.17	76.9	3.86	33.1
	Bellbird	Indicated	0.40	1.76	15.4	0.20	7.0	0.20	2.5
		Inferred	3.98	1.82	12.1	0.11	72.4	1.55	13.6
	Rockface	Indicated	2.91	3.27	209.0	0.23	95.2	1.96	21.3
		Inferred	0.88	1.73	16.3	0.16	15.3	0.46	4.5
	Sub total		18.84	1.86	20.3	0.22	350.7	12.28	133.4
Total			28.95	1.76	24.8	0.23	509.8	23.13	213.1

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Jervois Copper Project Update | March 2025 | ASX:KGL

Jervois Ore Reserve

Table 1 – Jervois Project Ore Reserve Statement 31 October 2024 (report dated 31 January 2025)

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Jervois Copper Project Update | March 2025 | ASX:KGL

Competent Persons’ Statement and Disclaimer

Competent Person Statement

The information in this announcement that relates to a Production Target and the forecast financial information derived from the production was first released to the market on 10 February 2025. KGL Resources Limited confirms that all the material assumptions underpinning the production target and forecast financial information derived from the production target continue to apply and have not materially changed.
The information in this announcement that relates to Mineral Resource Estimates released to the market on 10/02/2025 and is based on data compiled by Ian Taylor BSc (Hons), a Competent Person who is a Fellow of The Australasian Institute of Mining and Metallurgy. Mr Taylor is an independent consultant working for Mining Associates. Mr Taylor has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which is being undertaking to qualify as a Competent Person as defined in the 2012 Edition of ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Taylor consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears.
The information in this announcement that relates to Ore Reserves Estimates was first released to the market on 10/02/2025 and is based on data compiled by Iain Ross BSc (Hons) Mining, a Competent Person who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Ross is a consultant working for Xenith Consulting Pty Ltd who were engaged by the Company to carry out the ore reserve estimate. Mr Ross has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which is being undertaken to qualify as a Competent Person as defined in the 2012 Edition of ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Ross consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears.

Copper Equivalent calculation basis for Mineral Resource Estimate

Copper Equivalent uses a copper price of USD $4.90/lb, silver price of USD $32/oz and a gold price of USD $2400/oz, and a Bi penalty of US$1.5/dmt for every 100ppm over 1200ppm in the concentrate. Fresh recoveries; Copper 92.7%, silver 65%, gold 65%, and bismuth 65%. Oxide recoveries; Copper 50%, silver 45%, gold 45%, and bismuth 50%. E.g. Cu 0.5%, Ag 20 g/t, Au 0.2 g/t and 100ppm Bi, the formula is Cu % + 0.478 x Au g/t +0.0068 x Ag g/t - 0.000074 x Bi ppm.
The recoveries assumed in the calculation are based upon detailed testwork as detailed in the Feasibility Study Update released to the market on 10 February 2025.
It is the Company’s opinion that all the elements included in the metal equivalents calculation have a reasonable potential to be recovered and sold.

Forward Looking statements

This release includes certain forward-looking statements. The words “forecast”, “estimate”, “like”, “anticipate”, “project”, “opinion”, “should”, “could”, “may”, “target” and other similar expressions are intended to identify forward looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding forecast cash.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Competent Persons’ Statement and Disclaimer

Competent Person Statement

The following drill holes were originally reported under the JORC code 2012 on the date indicated in the table. The Company confirms it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Appendix – High-grade Undeveloped Copper Resource

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36
Jervois Copper Project Update | March 2025 | ASX:KGL
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High-grade undeveloped resource

The Jervois mineralization system is unique - IOCG, VHMS and elements of SEDEX mineralization. Total Resource at Jervois 28.95Mt @ 1.76% Copper, with 24.8g/t Silver and 0.23g/t Gold.

Capturing added value

Lodes remain open laterally and at depth.
Update structural geology & Inversion analysis
Resource conversion – OC additions, depth extension via drilling / DHEM
Lateral extension of Rockface hi-grade zone (~19%Cu)
Geophysical assessment of Scarp trend showing similar geology to Reward (DHEM, gravity, seismic)
Additional UG potential

Future potential

Upgrade of Lead / Zinc resource mineralisation
Jervois exploration license covers 38km2 and 12kms (78%) of the
‘J-structure’ remains undrilled or has seen shallow drilling only.
▪ Additional license at Unca Creek 73km2.

3D rendition of Jervois copper deposits

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Jervois Copper Project Update | March 2025 | ASX:KGL

Rockface: Exploration potential

Significant Intercepts

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▪
High grade copper with silver and gold
credits; highest grades in bornite
mineralisation on western margin.
▪
Elevated polymetallic grades have been
confirmed at depth.
▪
Conductor open at depth.
▪
Investigating lateral extensions.
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Jervois Copper Project Update | March 2025 | ASX:KGL

Reward & Marshall: Exploration potential

Significant Intercepts

Drilling at shallow to intermediate depths has increased confidence in the mineral resource estimate.
Elevated gold grades have been confirmed at Reward Main Lode and Reward Deeps.
Conductors open at depth.
Exploration potential around existing ore body.

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Jervois Copper Project Update | March 2025 | ASX:KGL

Appendix – Foreign Selling Disclosures

Jervois Copper Project Update | March 2025 | ASX:KGL

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Foreign Selling Restrictions

This presentation does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Australia

The information in this presentation has been prepared on the basis that all offers of New Shares will be made to Australian resident investors to whom an offer of shares may lawfully be made without disclosure under Part 6D.2 of the Corporations Act. This presentation is not a prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act and has not been, and will not be, lodged with the Australian Securities and Investments Commission (ASIC). Neither ASIC nor ASX takes any responsibility for the contents of this presentation. Accordingly, this presentation may not contain all information which a prospective investor may require to make a decision about whether to subscribe for New Shares and it does not contain all of the information which would otherwise by required by Australian law to be disclosed in a prospectus, product disclosure statement or any other form of disclosure document regulated by the Corporations Act. This presentation does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to the offer of New Shares or any other transaction in relation to KGL shares, you should assess whether that transaction is appropriate in light of your own financial circumstances or seek professional advice

New Zealand

The New Shares are not being offered or sold to the public in New Zealand other than to existing Shareholders with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand).

United States

This Investor Presentation, the accompanying Entitlement and Acceptance Form, the Offer Booklet, and the accompanying ASX Announcements do not constitute an invitation or offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this Investor Presentation, the Offer Booklet nor the accompanying Entitlement and Acceptance Form may be distributed or released in the United States. None of the Entitlements or the New Shares offered under the Offer have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may not be issued to, or taken up or exercised by, and the New Shares may not be offered or sold directly or indirectly to, persons in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of such a person in the United States) unless they have been registered under the US Securities Act (which the Company has no obligation to do or to procure) or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Foreign Selling Restrictions

Singapore

This Investor Presentation or the Offer Booklet and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus (as defined in the Securities and Futures Act 2001 of Singapore ( SFA )) in Singapore with the Monetary Authority of Singapore. Accordingly, this Investor Presentation and any other document or materials in connection with the Offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part 13 of the SFA, or as otherwise pursuant to, and in accordance with, the conditions of any other applicable provisions of the SFA.

The Offer Booklet is strictly confidential and has been given to you on the basis that you are:

an existing Shareholder;
an ‘institutional investor’ (as defined in Section 4A(1)(c) of the SFA ( Institutional Investor )); or
an ‘accredited investor’ (as defined in Section 4A(1)(a) of the SFA and as modified pursuant to Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore ( Accredited Investor )).

By receiving and reviewing this documentation, you confirm that you fall within the categories set out above. If you receive the Offer Booklet and do not fall within the categories set out above, you must immediately delete or destroy the Offer Booklet which you shall not act or rely on. This document is personal to you and this document and the information herein may not be reproduced in whole or in part, or redistributed to any other person. By taking possession of this document, you agree not to cause or allow the Offer Booklet to be transmitted to any other person, and agree not to reproduce or redistribute the Offer Booklet or any information herein in any format.

If you (or any person for whom you are acquiring the New Shares) are in Singapore, you (and any such person) represent that you (and any such person):

are an existing Shareholder, an Institutional Investor or an Accredited Investor;
will acquire the New Shares in accordance with applicable provisions of the SFA; and
acknowledge that the offer of the New Shares is subject to the restrictions (including resale restrictions) set out in the SFA.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Foreign Selling Restrictions

Hong Kong

WARNING: The contents of the Offer Booklet have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this Offer Booklet, you should obtain independent professional advice.

The Offer Booklet has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) ( CWUMPO ), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) ( SFO ). No action has been taken in Hong Kong to authorise or register the Offer Booklet or to permit the distribution of the Offer Booklet or any documents issued in connection with it.

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or (a) to persons in Hong Kong who are professional investors (as defined in the SFO and any rules made under that ordinance); or (b) in circumstances which do not result in the Offer Booklet or any such advertisement, invitation or document being a “prospectus” as defined in the CWUMPO or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CWUMPO. No person allotted New Shares may sell, or offer to sell, such New Shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such New Shares.

The Offer Booklet is confidential to, and solely for the use, of the person to whom it is addressed and must not be distributed, published, reproduced or disclosed (in whole or in part) by the recipient to any other person in Hong Kong or use for any purpose in Hong Kong.

British Virgin Islands

Ireland

Germany

This document has not been, and will not be, registered with or approved by any securities regulator in Germany. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in Germany except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation"). In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in Germany is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).

AI assistant

KGL RESOURCES LIMITED — Capital/Financing Update 2025

65179_rns_2025-03-16_1efaeec2-7938-43de-bfbb-d0ad0273a208.pdf

KGL Resources Limited

Offer Booklet

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

IMPORTANT NOTICES

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

New Zealand

United States disclaimer

No overseas offering

United Kingdom

References to "you" and "your Entitlement"

Times and dates

Currency

Privacy

Governing law

Forward-looking statements

Past performance

Risks

Trading in New Shares

Table of contents

LETTER FROM THE CHAIR

The Offer closes at 5.00pm (Sydney time) on 26 March 2025.

Jeffrey Gerard

SUMMARY OF THE OFFER

KEY DATES

Enquiries

1. OVERVIEW OF OFFER

1.1 Offer

1.2 Eligible Shareholders

1.3 Capital structure

1.4 Effect of the Offer on control

2. SUMMARY OF OPTIONS AVAILABLE TO YOU

3. HOW TO APPLY

3.1 Overview of the Offer

3.2 Your Entitlement

3.3 Consider the Offer carefully in light of your particular investment objectives and circumstances

3.4 Options available to you

If you wish to take up all of your Entitlement and participate in the Top-Up Facility

If you wish to take up all of your Entitlement

If you wish to take up part of your Entitlement

If you wish to let all of your Entitlement lapse

3.5 Payment

Payment by BPAY[®]

Payment by EFT

3.6 Email (only relevant for EFT)

3.7 Representations by acceptance

acknowledge and agree that:

3.8 Entitlements of Ineligible Shareholders

3.9 Issue of additional New Shares under the Top-Up Facility

3.10 Allocation policy

3.11 Brokerage

3.12 Enquiries

4. AUSTRALIAN TAX CONSIDERATIONS

4.1 Introduction

4.2 Income tax consequences of Entitlements

a) Issue of Entitlements

b) Exercise of Entitlements

c) Lapse of Entitlement

4.3 Dividends in relation to New Shares

4.4 Disposal of New Shares

4.5 Non-resident CGT withholding

4.6 Provision of TFN or ABN

4.7 Other Australian taxes

5. ASX ANNOUNCEMENTS (INCLUDING INVESTOR PRESENTATION)

6. ADDITIONAL INFORMATION

The information in this Offer Booklet is important and requires your immediate attention.

6.1 Ineligible Shareholders

6.2 Ranking of New Shares

6.3 Risks

6.4 Reconciliation, and the rights of the Company

6.5 No cooling off rights

6.6 Rounding of Entitlements

6.7 Trading of Entitlements

6.8 Quotation and trading of New Shares

6.9 Notice to nominees and custodian

6.10 Not investment advice

6.11 Information availability

6.12 Foreign jurisdictions

KGL RESOURCES LIMITED Capital/Financing Update 2025