LOWELL RESOURCES FUND — Fund Information / Factsheet 2025

Aug 19, 2025

Lowell Resources Fund

[ARSN 093 363 896] [ASX:LRT]

A Specialist Fund Investing in Emerging Mining & Energy Companies

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PRODUCT DISCLOSURE STATEMENT

Responsible Entity Cremorne Capital Limited [ACN 006 844 588] [AFSL 241175]

Investment Manager

Lowell Resources Funds Management Ltd [ACN 006 769 982] [AFSL 345674]

Issue Date: 19 August 2025

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

It is important that you read this PDS carefully before deciding whether to accept or apply for Units and free attaching options described in this PDS. If you do not understand its contents you should consult your stockbroker, accountant or other professional adviser.

The securities offered under this PDS are considered speculative.

IMPORTANT NOTICES

THIS PDS

This is an important document which should be read in its entirety before making any investment decision. You should obtain independent advice if you have any questions about any of the matters contained in this product disclosure statement (PDS).

Lowell Resources Fund [ARSN 093 363 896] (Fund) is an Australian registered managed investment scheme. Cremorne Capital Limited [AFSL 241175] is the Responsible Entity of the Fund.

This document is a product disclosure statement (PDS) for the purposes of Part 7.9 of the Corporations Act 2001 (Cth) and has been issued by the Responsible Entity, which will also be the issuer of the Units and Options.

FORWARD-LOOKING STATEMENTS

This PDS contains forward-looking statements, statements identified by use of the words ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘predicts’, ‘intends’, ‘targets’, ‘plans’, ‘goals’, ‘outlook’, ‘aims’, ‘guidance’, ‘forecasts’, ‘may’, ‘will’, ‘would’, ‘could’ or ‘should’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors which are beyond the control of the Responsible Entity, the Investment Manager, their directors and their management. They are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.

As set out above, the Responsible Entity and the Investment Manager do not make any representation, express or implied, in relation to forward-looking statements and you are cautioned not to place undue reliance on these statements

The Responsible Entity and the Investment Manager do not intend to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this PDS, except where required by law.

These statements are subject to various risk factors that could cause the Fund’s actual results to differ materially from the results expressed or anticipated in these statements. Key risk factors are set out in Section 7. These and other factors could cause actual results to differ materially from those expressed in any statement contained in this PDS.

TARGET MARKET DETERMINATION

The Responsible Entity has adopted a target market determination (TMD) for the offer of Units and options. The TMD is available at the following website: www.cremornecapital.com. By accepting or applying for Units and options under the Offer, an investor warrants that they have received, read and understood the TMD and that they fall within the target market set out in the TMD.

NOTICE TO INVESTORS

No person is authorised to provide any information, or to make any representation, about the Fund that is not contained in this PDS. Potential investors should only rely on the information contained in this PDS. Any information or representation not contained in the PDS may not be relied on as having been authorised by the Responsible Entity in connection with the Fund. Except as required by law and only to the extent required by such law, neither the Responsible Entity, the Investment Manager nor any other person associated with the Fund guarantees or warrants the future performance of the Fund, the return on an investment made under this PDS, the repayment of capital or the payment of distributions on the Units. Before deciding to invest in the Fund, investors should read the entire PDS. The information contained in individual sections is not intended to and does not provide a comprehensive review of the business and the financial affairs of the Fund. The information in this PDS does not take into account the investment objectives, financial situation or particular needs of individual investors. An investment in the Fund should be considered speculative. You should carefully consider the risks (including those set out in Section 8) that impact on the Fund in the context of your personal requirements (including your financial and taxation position) and, if required, seek professional guidance from your stockbroker, solicitor, accountant or other

professional adviser prior to deciding to invest in the Fund. No cooling-off regime (whether provided for by law or otherwise) applies to the Fund.

RIGHTS AND OBLIGATIONS ATTACHED TO THE UNITS

Details of the rights and obligations attached to each Unit are summarised in Section 12.1 and set out in the Constitution. The material provisions of the Constitution are also summarised in Section 12.1. A copy of the Constitution is available, free of charge on the following website: www.cremornecapital.com/lrfconstitution/ .

DATA

All data contained in charts, graphs and tables is based on information available as at 30 June 2024 unless otherwise stated.

UPDATED INFORMATION

Information in this PDS may need to be updated from time to time. Any updated information that is considered not materially adverse to investors will be made available on the following website: www.cremornecapital.com/lrf-pds and the Responsible Entity will provide a copy of the updated information, free of charge to any investor who requests a copy by contacting the Company Secretary at info@lowell.net.au .

In accordance with its obligations under the Corporations Act, the Responsible Entity may issue a supplementary PDS to supplement any relevant information not disclosed in this PDS. You should read any supplementary disclosures made in conjunction with this PDS prior to making any investment decision.

GLOSSARY

Certain terms and abbreviations in this PDS have defined meanings that are explained in Section 15. Defined terms are generally identifiable by the use of an upper case first letter.

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CONTENTS

	Page
Important Notices	2
1. KeyInformation	4
2. Overview of the Investment Strategy	10
3. About Lowell Resources Fund	21
4. About the Investment Manager	25
5. Benefits of Investingin the Fund	28
6. Investingin the Fund	29
7. Risk Factors	30
8. Fees and Other Costs	35
9. Management and Corporate Governance	40
10. Taxation	43
11. Material Contracts	46
12. Additional Information	52
13. Glossary	59
14. Directory	62

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1. KEY INFORMATION

This is a summary only. This PDS should be read in full before making any decision to apply for Units.

Units.
Question	Answer	For more information
A. About the Lowell Resources Fund and Investment Overview
What is the Lowell Resources Fund?	The Lowell Resources Fund (Fund) is a unit trust which was established on 21 January 1986 and has been registered as a managed investment scheme under the Corporations Act since 2000.	Section 3
What is the Fund’s ASX code?	LRT. The Fund was listed on the ASX on 22 March 2018.
Who are the Responsible Entity and the Investment Manager of the Fund?	Cremorne Capital Limited [ACN 006 844 588] (Responsible Entity) is the responsible entity of the Fund. Lowell Resources Fund Management Ltd [ACN 006 769 982] (Investment Manager) is the investment manager of the Fund.	Sections 3.3 & 4
What experience does the Investment Manager have?	The Investment Manager was appointed as investment manager of the Fund on 6 January 2004 and operates through an investment committee which concentrates the experience and knowledge of individuals who have direct working experience in the oil & gas and minerals industries, as well as broking, banking and funds management.	Section 4
What are the Fund’s investment objectives?	The investment objectives of the Fund are to maximize absolute returns to Unitholders over the medium to long-term, along with annual distribution payment contingent on taxable profits generated over the term.	Section 2.3
What is the Fund’s investment strategy?	The Investment Manager employs a top-down investment strategy, with an ultimate focus on optimising the stock selection process to achieve maximum performance. Commodity weighting is an important process, whereby bullish commodity sectors are identified and ranked, while the less promising sectors are downgraded. The Investment Manager then considers the individual stocks within those weighted sectors, based on their fundamentals and	Section 2.3

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Question	Answer	For more information
	valuation, and identifies entry positions and potential exit strategies for each stock. This requires a combination of economic and technical analysis, along with continued monitoring of investor sentiment. Risk management and preservation of capital is an important consideration. The Fund’s Portfolio will, due to the nature of the junior resources sector, be strongly biased towards the high-risk end of the spectrum, while reducing exposure to the most speculative blue- sky exploration companies. The Investment Manager has adopted a strategy of minimising downside risk through early identification and disposal of potential loss- makers, while maintaining or adding to companies which meet their milestones. The Investment Manager aims to increase cash holdings during uncertain times of impending market weakness to reduce portfolio volatility. Depending on market conditions, the Portfolio usually comprises around 50-60 junior mining & energy companies that are actively exploring for, developing, and/or producing specific commodities (e.g. gold, oil, copper) and that have strong fundamentals and are expected to outperform, whilst maintaining a modest exposure to a more diverse range of minerals at lower points in the commodity price cycle. Commodity price trends are not always clear-cut, therefore sector weightings are subject to adjustment by the Investment Manager. Companies in the Portfolio provide a mix of Australian and international resource projects in Africa, the Americas, Europe and Asia, but most are listed on the ASX.
What disclosures will the Responsible Entity and the Investment Manager make with respect to the value of the Fund and the Portfolio?	The Fund makes the following disclosures in relation to the value of the Fund and the Portfolio: • Estimated NAV Unit Price published on the Responsible Entity’s website and on ASX at least weekly;	Section 3.8

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Question	Answer	For more information
	• Monthly updates of the Fund’s performance; and • Periodic presentations and investment reports published on the Investment Manager’s website and ASX.
Will the Fund pay distributions?	If the Fund pays a distribution to Unitholders, it is generally expected to be paid on an annual basis. The amount of the distribution is anticipated to be an amount approximately equal to the taxable income components of the Fund for the period that the distribution relates to, usually the Financial Year in which the income is earned. The Fund has made distributions in each of the past five years. In some years it is possible that no distribution will be paid, for example when there are no or very little net taxable income components earned by the Fund. The Responsible Entity may also elect to pay an interim distribution in relation to a period other than a full Financial Year. An example of when this may occur is if the Fund were to realise significant capital gains and wished to distribute some or all of these gains. The Responsible Entity is required to announce to ASX an estimated distribution amount per Unit prior to the Units trading on the ASX on an ex- entitlement basis. Whilst there is no guarantee that the actual distribution will be exactly equal to the estimated distribution, the Responsible Entity will endeavour to ensure that these amounts are equal.	Section 3.7
Will distributions be franked?	Distributions may be franked to the extent the Fund earns franked dividends from Investments in the Portfolio.	Section 10.2
What are the taxation implications of participating in the Offer?	Taxation implications will vary depending upon the specific circumstances of the investor. Please refer to Section 12 for further detail. You should obtain professional advice as to the taxation treatment applicable to you.	Section 10
Is there a distribution reinvestment plan?	Yes. The Responsible Entity has established a distribution reinvestment plan (DRP) for the Fund. Unitholders who participate in the DRP have their distributions automatically reinvested into addition Units in the Fund.	Sections 5.3 and 3.7

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Question	Answer	For more information
	Further details about the DRP can be found at www.cremornecapital.com/lrf-dividend- reinvestment-plan.
What are the key benefits associated with an investment in the Fund?	Investment in the Fund provides existing Unitholders with an opportunity to invest in an ASX listed investment Fund which aims to provide investors with: • Exposure to a high-quality portfolio of small capitalisation resources companies; • Access to the investment experience and expertise of Investment Manager; • An anticipated annual distribution; and • Transparency in relation to the value of the Fund and the Portfolio.	Section 5
What are the key risks associated with an investment in the Fund?	There are a number of risks associated with investing in the Fund which are set out in further detail in Section 8 of this PDS. Key risks specific to an investment in the Fund include: (a) Asset risk: A particular commodity, asset or security that the Fund invests in may fall in value for a number of reasons, including a change in a business’s internal operations or management, a change in the business environment or a change in the commodities market. (b) ASX liquidity risk: The liquidity of trading in Units on the ASX may be limited at times and may affect an investor’s ability to buy or sell Units. (c) Company specific risk: The value of the Fund’s investments in a company’s securities may be impacted by the risks to which that particular company is itself exposed. (d) Concentration risk: The investment returns of the Fund may be dependent upon the performance of a small number of individual companies in the Portfolio. (e) Currency risk: The Fund’s foreign currency exposure may at times negatively impact investment values and returns. (f) Liquidity risk: The Fund predominantly invests in junior mining and energy stocks	Section 7

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Question	Answer	For more information
	which, on average, have lower liquidity than stocks with greater market capitalisations. Liquidity risk is the risk that an investment may be difficult to sell in a timely fashion when required, or that the price at which such a sale may be made differs substantially from what the Investment Manager considers to be fair market value. If the Investment Manager is unable to sell assets, or can only sell assets at a discount to fundamental value, the Value of the Portfolio is likely to be negatively affected. (g) Market risk: The market price of the Fund’s assets and investments will fluctuate. (h) Operational risks: The risk that inadequacies with systems and procedures or the people operating them could lead to a problem with the Fund’s operation and result in a decrease in the value of Units. (i) Portfolio performance risk: There is a risk that the Fund may not achieve its investment objectives. (j) Key personnel risk: The skill and performance of the Investment Manager can have a significant impact (both directly and indirectly) on the investment returns of the Fund. Changes in key personnel and resources of the Investment Manager may also have a material impact on investment returns of the Fund. (k) Unit Trading Price risk: The Fund’s Unit price may not equal the underlyingvalueof the Portfolio as reflected in its NAV per Unit. The Fund’s Units may trade on ASX at a discount or a premium to the Fund’s NAV per Unit. As such, there is a risk that Unitholders may not be able to sell their investment in the Fund at the Fund’s NAV per Unit. (l) Regulatory risk: There is a risk that a change in laws and regulations could have anadverse impact on the Fund or on the Fund’s investments. (m) Counterparty risk: There is a risk that the Fund may incur a loss arising from the failure of another party to a contract (the

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Question	Answer	For more information
	counterparty) to meet its obligations.
	B. Fees and Costs
What ongoing fees will the Responsible Entity receive?	The Responsible Entity will be entitled to receive a Management Fee (which is on paid to the Investment Manager), a Performance Fee (subject to performance criteria being met or exceeded, which is also on paid to the Investment Manager) and reimbursement of other Fund costs paid by Responsible Entity. See Sections 8 and 11 for detail about the fees and other amounts.	Sections 8 & 11

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2. OVERVIEW OF THE INVESTMENT STRATEGY

2.1 Background to Investing in the Resource Sector

Markets in commodities and mining & energy company shares are dynamic and ever changing. Investment in the resource sector therefore requires active management. This is particularly true of thinly traded junior resource companies which dominate the Fund’s portfolio. These stocks tend to be sensitive to commodity price fluctuations and news releases, necessitating ongoing reassessment of an investment position.

To assist in monitoring the Fund’s investment performance, the Responsible Entity maintains a website at www.cremornecapital.com that provides updates on unit pricing. The Investment Manager also maintains a website at www.lrfm.com.au with further information on the Fund.

It is important to note that any information relating to historical performance does not necessarily indicate future performance of resource sector investments, or the investment performance of the Fund.

2.2 The Resources Cycle

Demand for mineral and energy resources is cyclical, with prolonged downturns alternating with episodes of strong demand. The shifting emphasis on commodity markets in Asia, especially in China and India, and the more recent trend towards ‘friendshoring’ and ‘deglobalisation’ has changed the dynamics of global trade.

The Investment Manager’s philosophy of investment in the resource sector is “top down” in the sense that it takes into account global geopolitical developments, macroeconomic fundamentals, market trends, momentum, opportunities in the minerals sector, and risks. Commodity prices are currently underpinned by economic growth in emerging markets as well as increasing trends of western countries to reduce reliance on China and Russia. The transition to renewable energy has also become a major driver of many commodity price. The magnitude and frequency of resource sector cyclicity is primarily determined by changes in the underlying global economy and supply/demand balance, as well as by currency factors and inflationary expectations, and the role of large-scale speculation.

The commodity price cycle is not uniform across the sector, as the fundamental drivers differ for precious metals, industrial minerals, bulk commodities, oil & gas, and various strategic minerals. Price movements are therefore often out of phase among these different materials, and Fund’s management revises and updates its outlook and investment weightings for different minerals and energy resources as these trends unfold.

The junior resource companies that comprise the Fund Portfolio can form a leveraged proxy of the prices of the underlying mineral commodities. Understanding the forces affecting commodity prices is therefore a critical exercise in management of the Portfolio. The increasing unpredictability of geopolitical developments worldwide adds to the complexity of commodity price expectations. Price responses that appear to be inevitable may take a long time to eventuate, so that long-term forecasts are more likely to be realised than are the near-term forecasts.

Therefore, whilst in the past mean-reversion of prices to the longer-term trend may have been expected, mineral and energy prices face a new paradigm in the transition to a low-carbon economy, and resources and stocks may fluctuate widely as a result before the impact of the transition becomes clear. For this reason, the Fund’s investments are normally held for periods of years.

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This protracted investment horizon also allows for successful junior resource companies to evolve and appreciate in value. Not all junior explorers achieve their growth objectives, often for reasons beyond their control, and in these situations the Fund aims to make an early exit as soon as the warning signs are apparent.

Apart from commodity prices, the status of international share markets is another determinant of resource stock valuations. US equities are a dominant factor influencing global markets. Upward momentum in the major US share market indices is generally favourable for industrial metal stocks, but not necessarily for precious metals.

US and domestic equity markets are currently at or near all-time highs, possibly in expectation of interest rate cuts. Geopolitical and economic risks (war in Ukraine and Gaza, regional unrest elsewhere, and historically high levels of debt in many major economies) do not appear to have been priced into the broad markets. However, subsequent to the outbreak of global inflation, some investors have turned towards the resources sector as an inflation hedge, resulting in all-time highs in 2024 for both gold and copper.

Lack of investment has crimped supply, while currency degradation and reduction in purchasing power are leading to higher commodity prices as an unavoidable consequence of increased global debt, mounting deficits, and currency creation. The Investment Manager expects that money will continue to lose value, at an accelerated rate – the major currencies have lost 95-99% of their purchasing power over the past century - whereas tangible assets including gold have appreciated in value. The Investment Manager therefore anticipates further resource price increases.

Industrial metals, including bulk commodities, generally respond positively to economic growth, and decline in value during economic slowdowns. Coal, iron ore, mineral sands and base metal prices tend to follow global economic trends. Major infrastructure programs, in particular as part of the energy transition, are expected to boost demand for a range of industrial materials.

The Fund’s Portfolio weighting is adjusted frequently in line with commodity price expectations and investment opportunities.

Despite efforts to manage downside exposure, this investment approach entails elevated risk, as discussed in Section 8 below entitled “Risk Factors”.

Precious Metals

Gold have risen in recent years, after a period of inflationary pressures, despite a strong US dollar and high interest rates. Silver has also risen but the market for pure silver stocks is limited, as most silver is a by-product of other mining operations. The Investment Manager’s focus is therefore on gold stocks, although silver exposure is a focus of a number of the Fund’s investments.

Conditions which the Investment Manager considers favourable for gold include higher inflationary expectations, low or negative real (inflation adjusted) interest rates, expanding yield spreads (between short and long-term yields), global instability, military threats, and social disorder. The gold price generally shows an inverse relationship to the US dollar, but there are times when gold and the dollar rise in concert, particularly during times of international crisis, as has happened recently.

Gold has a low correlation coefficient with other markets, and can therefore strengthen while other assets decline in value. It is therefore employed as a hedge against a broad market decline. But the

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Fund invests in junior gold stocks as a leveraged exposure to the price of bullion, augmented by the value of reserves accretion and production growth.

Under previous conditions of stable global expansion and earnings growth, gold lagged other mineral commodities, but gold has the capacity to eclipse most other asset classes during later stages in the resource cycle, or during times of inflation or elevated global disorder.

Given the heightened level of global social, military and economic risk and uncertainty, overall conditions have become increasingly favourable for gold, but pullbacks and extreme volatility is to be expected. As a “safe haven” asset and store of value, gold is also expected by the Investment Manager to respond positively to the ongoing decline in the value of paper currencies, especially the US dollar, to rising inflationary expectations, and to declining faith in central banks.

Base, Battery and Industrial Minerals

The Fund’s Portfolio includes a number of junior multi-metal explorers, developers and producers, particularly copper/gold, and a range of other base, battery and precious metal combinations such as nickel and zinc. The metals exposure is adjusted as market conditions change.

While the Fund is well positioned to accommodate the decarbonisation thematic currently underway, and the consequent rise in the price of bellwether commodities such as copper, the anticipated surge in metal demand for major infrastructure programs is of particular interest. The timing and magnitude of Chinese imports will remain a key focus of the Investment Manager.

The trend towards renewable energy generation and energy storage, and the growth in electric vehicles has highlighted opportunities copper as well as metals such as in lithium, uranium and manganese, amongst other minerals. These minerals are all represented in the junior resource stocks currently held by the Fund. Some of these stocks have already appreciated significantly; others are at an earlier stage in assessing geologically significant deposits.

The Investment Manager invests opportunistically in other commodities, when the companies involved conform with the Fund’s stated investment criteria and when the stock is available on attractive terms.

Coal’s contribution to the energy mix is anticipated to decline over the long term, but the thermal coal price has performed exceptionally in the current energy crisis. Clean-coal technology is being employed in the transition to less carbon-intensive power generation. Coal has lost ground to renewables, but even more so to natural gas, which for the first time generates a larger share of U.S. electricity generation than does coal.

Oil & Gas

Crude oil prices are at elevated levels as a result of years of underinvestment, increasing demand, and sanctions on Russian production. Reductions in OPEC supply have also contributed to price support.

Electric vehicles may place downward pressure on oil prices over the long term, but strong oil demand is expected to continue for at least the mid-term . Growth in oil demand in the world’s largest consumer China suggests continuing demand for oil over the next decade at least.

The Investment Manager still believes significant exploration success in oil discovery will deliver compelling returns. Exploration companies with good chances of success in high impact drilling are

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the companies that have been the Fund’s focus.

Despite the growth in unconventional shale oil production in North America, the world is still largely reliant on seaborne traded oil. Any major external shocks that constrain supply, such as the Russian invasion of Ukraine, have an immediate positive impact on oil price.

The Fund Portfolio was underweighted to junior oil stocks during the protracted oil price regression, but has included a few companies with unique technological advantages, large tracts of prospective acreage with known liquid hydrocarbon potential, with proven skills as oil finders..

In Australia natural gas prices have been boosted by a combination of LNG export demand and State government-imposed barriers to gas exploration and development. The environmental advantages of natural gas combustion, and of gas-fired electric power generation, have contributed to lower greenhouse emissions in the USA, where there has traditionally been an abundance of low-priced natural gas. Recent changes in Australian governments’ attitudes to gas as a back up to renewables is expected to advantage companies with the potential to supply this demand..

The Investment Manager has invested the Fund in companies that are expected to expand gas supply to domestic markets in the eastern States, where LNG exports and constraints on developing large unconventional gas reserves likely to support the gas price at a relatively high level. In addition, gas prices have also risen significantly in Western Australia and the Fund has invested in gas explorers both there and in Europe.

Helium, while a gas, is not an energy commodity. However the demand from high tech applications is forecast to be strong, and the supply outlook is tight. The Fund has exposure to a limited number of helium companies.

2.3 Investment Procedures

Overview

The Investment Manager manages the Fund Portfolio. The Investment Manager operates through an Investment Committee which incorporates the experience and knowledge of individuals who have direct working experience in the minerals and energy industries, geosciences, broking, banking, and funds management.

Unitholders are provided with broad exposure to the junior mining and energy sectors in a Portfolio that is actively managed by the Investment Manager in accordance with its investment philosophy and stock-selection criteria.

Investment Objective

The Fund’s investment objective is to maximise absolute returns to its Unitholders over the medium to longer term, along with annual distribution payments contingent on taxable profits generated over the term. Because the Fund’s primary objective is capital growth from investment in a select group of junior mining and energy companies, performance cannot readily be referenced to a widely available benchmark or market index. However, the Fund reports performance against the S&P / ASX Resources 300 Index, the S&P / ASX 200 Index and the S&P ASX Small Resources Accumulation Index (XSRAI). The junior resources sector tends to be highly volatile, which from time to time enables the Investment Manager to sell down overpriced stocks to lock in capital gains, with distributions to be made in accordance with the Fund’s Distribution Policy set out in Section 3.7.

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Investment Philosophy

The Fund’s investment philosophy is based on observation of the cycles in resources, geopolitics and economics insofar as they impact the fundamental supply/demand balance for mineral resources, from hydrocarbons to metals. These cycles are well documented by historians (e.g. Strauss & Howe) and economists (e.g. Kondratieff, the Weiss Institute) and others, with a degree of commonality among the various distinct disciplines. While each cycle is unique, to some degree it repeats the patterns of previous cycles.

A synthesis of cyclic theory suggests that the current cycle may involve increased interest in “hard” tangible assets and a decline in financial assets. The Investment Manager expects that mineral resources will continue to increase significantly in value, but not uniformly across the board. Some will outperform, as technological changes accelerate, as supply is disrupted in regions of global conflict, and as investors scramble for safe havens.

With an active, nimble and opportunistic Investment Manager the Fund well is positioned to capitalise on the changes anticipated.

Proliferation of economic, political, and military threats may increase the probability of unanticipated high-impact events known as “black swans” over the coming years. There is no way to prepare for black swans, whose impact can be positive for the Fund (e.g. soaring gold price) or negative (e.g. deflationary recession). Because of its size and stock selection and monitoring process, the Fund should be relatively better positioned to respond rapidly to reduce the potential impact of such events.

Investment Strategy

The Investment Manager employs a top-down investment strategy, but the ultimate focus is on optimising the stock selection process to achieve maximum performance.

The macroeconomic “big picture” entails the stage and likely duration of the economic cycle as it relates to specific commodities or subsectors, as well as overall market conditions internationally. Commodity weighting is an important process, whereby bullish commodity sectors are identified and ranked, while the less promising sectors are downgraded. The Investment Manager then considers the individual stocks within those weighted sectors, based on their fundamentals, chart patterns and pricing, and identifies entry positions and potential exit strategies for each stock. This requires a combination of economic and technical analysis, along with continued monitoring of investor sentiment.

Risk management and preservation of capital is always an important consideration. The Fund’s Portfolio will, due to the nature of the junior resources sector, be strongly biased towards the highrisk end of the spectrum, while reducing exposure to the most speculative blue-sky exploration companies. The Investment Manager has adopted a strategy of minimising downside risk through early identification and disposal of potential loss-makers, while maintaining or adding to companies which meet their milestones. The Investment Manager aims to increase cash holdings during uncertain times of impending market weakness to reduce portfolio volatility.

Depending on market conditions, the Portfolio comprises around 50-60 junior mining & energy companies that are actively exploring for, developing, and/or producing specific commodities (e.g. gold, oil, copper) that have strong fundamentals and are expected to outperform, whilst maintaining a modest exposure to a more diverse range of minerals at lower points in the commodity price cycle.

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Commodity price trends are not always clear-cut, therefore sector weightings are subject to adjustment by the Investment Manager. Companies in the Fund Portfolio provide a mix of Australian and international resource projects in Africa, the Americas, Europe and Asia, but most are listed on the ASX.

The key elements of the investment strategy of the Fund are outlined in the table below:

Strategic Elements Comments Market sector The Investment Manager will only buy securities specifically related to the minerals & energy industries. Market focus The Investment Manager will target low-capitalisation mining and energy companies listed on the ASX, or to a lesser extent on overseas stock exchanges such as the TSX, and will also include a smaller proportion of investments pre-listing.

Multi-year investment term Primary growth trends lasting 3 – 6 years or longer typically represent the investment timeframe for successful junior resource companies to provide significant profit to investors. Some stocks experience extreme peaks based on inflated expectations, providing shorter term trading opportunities.

• Moderate portfolio turnover Because the holding period for individual stocks typically extends to several years, portfolio turnover tends to be relatively low, thereby reducing transaction costs. Shorter term trades are appropriate at certain stages in the market.

Actively managed Geopolitical developments and commodity price expectations are monitored along with investee company performance, with ongoing adjustment of the portfolios to control risk and maximise returns. The cash weighting is increased during periods of elevated market uncertainty to provide a partial hedge.

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Investment Process

The process illustrated below commences with a review of world macroeconomics, global and local share markets, resource sector price trends, and the anticipated performance of the upstream mining and energy industries. The final and most thorough analysis is stock-specific based on a set of technical, economic and management criteria.

Top down focus illustration

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Macroeconomics
Equity markets
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Market sectors
Commodities
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Resource categories
Individual stocks
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Commodity weightings are adjusted in response to ongoing changes in global fundamentals. The portfolio is overweight gold at present in anticipation of a significant price revival at some stage, with more modest exposure to selected industrial metals and energy stocks.

Stock Selection

The stock selection process commences with a watch-list comprising small-cap companies that combine positive technical and management attributes, which could be expected to contribute to growth and price appreciation within a reasonable timespan.

The Investment Manager screens the watch list based on the investment criteria below, commencing with the company personnel involved, the geographic location, risk elements, and the resource composition, size and quality.

Investment Criteria

The attributes that are considered when Assets are invested include:

• Geographic location, infrastructure and sovereign risk exposure;

• Security of lease tenure;

• Geological setting, access and confirmed mineralisation;

• Board calibre and proven technical management performance;

• Preferred commodity exposure;

• Large or high-grade resource;

• Metallurgy of the resource;

• Manageable capital expenditure commitments;

• Sound corporate financial structure;

• Adequate cash position relative to expenditure commitments;

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• Low projected operating costs and high cash operating profit margins;

• Strong valuations and earnings growth projections;

• An unhedged or relatively unhedged production sales policy.

Key technical considerations focus on the quality and style of mineralisation, size and grade of the resource, stage in resource delineation, the appraisal/development process, metallurgy proximity to roads, rail, ports, power, water and labour, and an experienced operator.

In particular, the Investment Manager has benchmarks with respect to geological endowment and in-ground mineral resources. Core investment holdings will focus on companies that have established the following:

Resource/Reserve Criteria

• reserves sufficient for at least three years’ production, with the expectation of substantial growth, or alternatively;

• a less-mature but substantial resource base with the likelihood that a large proportion will be converted to commercial reserves; or

• dominant landholdings over geological terrain with strong indications of unproven mineral resources with above average potential.

Production Expectations

Given the Fund’s emphasis on growth, investments will mainly comprise junior companies with:

• exposure to favourable markets and infrastructure;

• significant commercial potential;

• modest existing production and expectations of incremental growth; and

• expectations of high profitability.

Other Favoured Situations

• junior players standing to benefit from strategic alliances with larger companies;

• potential to attract high-premium takeover bids;

• ability to add significant value to primary production, e.g. mineral processing;

• companies that stand to benefit from automation and innovation; and

• exposure to strategic minerals in niche markets involving transformational technologies.

ESG

The Investment Manager is focused on the impact of sustainability on our operations and investments, including:

• a strong commitment to corporate governance as a sign of quality leadership and investment management. Strong governance is required to ensure a company’s long- term financial sustainability

• a commitment to the implementation of ESG (environmental, social and governance) principles which reflects a responsibility to employees, shareholders, the communities in which the Fund’s investments are used, and other stakeholders

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The Investment Manager supports and implements best practice ESG principles, including, for the Fund’s investee companies:

• environmental impacts in investment decisions

• compliance with applicable labour laws

• respect of human rights in relation to investment decisions

• respect of gender and other diversity policies

• implementation of policies against bribery and improper payments

• opposition to unlawful armed conflict in jurisdictions where investee companies are active

The Investment Manager considers the impact of ESG throughout the investment term, including:

• Consideration of all ESG aspects when evaluating opportunities, during the investment decision and ownership period as a critical step in due diligence

• companies that have the goal of long-term sustainability

• in the energy sector, companies which have high levels of preparedness for energy transition and which aim to minimise their impact on climate.

The Investment Manager communicates its ESG principles to stakeholders and works to ensure our stakeholders are aware of our approach to ESG.

The principles can be found on the Investment Manager’s website at: www.lowellresourcesfundsmanagement.com.au/about-us/esg.html

Investment Timing

The stage in the commodity cycle and price response determine the optimal timing approach. Lowcost producers often experience their most significant price growth during the early stage of the commodity price rebound, whereas less advanced junior resource companies tend to respond later in the cycle.

Although small mineral explorers lag producers at the outset, once bullish momentum is confirmed, these junior companies with significant undeveloped resources and further upside exploration potential tend to attract more investor attention, with consequent market value appreciation. This positive momentum can be sustained by further news of positive drilling results, reserve accretion, and enhanced commercial potential.

It is this group of low-priced small explorers with strong assets, good management and sparse cash at the outset that are a primary focus of the Fund, which participates in placements and rights issues in favoured stocks. The dilution involved in these capital raisings can be more than compensated for by the potentially substantial rise in share price that follows rerating in the market, especially at a later stage when large institutional investors become actively involved.

A bullish market tone is therefore critical to the success of junior explorers, as distinct from producers or developers. Otherwise, it is difficult to raise equity capital when investors are indifferent to the small resource sector, apart from those companies with exceptional potential. Many Australian explorers survived low commodity prices by reducing staff and cutting overheads before rebounding in recent years upon mineral price revival.

Investment timing decisions are based on mineral price cycles, which may be out of phase from one commodity to another, as well as stock-specific cycles which generally correspond to some degree with commodity price expectations. Both tend to be erratic and unpredictable, especially over the short term which may be dominated by random fluctuations. This volatility provides opportunity,

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both in terms of establishing discounted positions for core holdings during price lows, and also for trading between oversold and overbought positions.

Longer term price trends are based more on fundamentals and are therefore extrapolated and anticipated with a higher degree of confidence, but never with certainty. For this reason, the introduction of a new stock to the portfolio is normally phased, with further increments contingent upon progress towards goals, a process also designed to mitigate portfolio risk. Over the longer term, timing is far more difficult to predict than price direction, and this justifies a cautious approach.

Less vulnerable to commodity price cycles are those top-quality small resource companies with adequate access to funding, and which have established a significant mineral resource. These companies are more likely to progress successfully through the successive stages of resource confirmation, reserves compliance, and feasibility studies leading to commercial development.

==> picture [439 x 176] intentionally omitted <==

The timing of buy decisions is illustrated schematically in the diagram above, with an optimal entry point in the early stages of a significant discovery, and perhaps again later prior to development. Stocks are typically sold down once they approach the financing stage or mature production that normally presages more modest growth.

Stocks held in the Fund’s Portfolio are typically disposed of in response to negative changes in the company’s outlook, downgrades to valuations, increased risk exposure, and changes to management or ownership.

Although investment decisions generally rely on investee company and industry fundamentals, technical analysis of stock and commodity charts can assist in providing objective criteria to help identify optimal entry and exit points.

Portfolio Mix

The portfolio comprises a mix of companies with attractive risk/reward characteristics. Over time the portfolio will represent a range of commodities including gold, iron ore, oil, gas, helium, uranium, rare earths and strategic minerals, copper and other base and battery metals. At any stage, however, the emphasis will generally be placed on 3-4 specific commodities, and some mineral resources will be excluded until they come back into favour.

Investment Duration

Primary price trends typically lasting 3 – 6 years or longer represent a reasonable time frame for investment in the Fund Portfolio. Superimposed on the primary trend may be countertrend reversals lasting several years, as well as higher frequency oscillations spanning weeks or months. This volatility tends to be smoothed with time.

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Investment Process

The investment process is directed at selecting from a watch-list comprising relatively small companies that are expected to show strong growth. Apart from the resource endowment and stage of exploration and development, management capabilities and strategies of the target companies and their economic viability, risk factors, and financing capabilities are also considered.

Following a review of all available data the Investment Manager first screens all possible investments to determine whether they meet specific criteria. In some cases, this involves site inspections by the Investment Manager or its associates, and discussions with the target company’s management.

Once an investment is made, the Investment Manager will regularly review and evaluate new data and progress and will, to the extent possible, maintain a close relationship with the investee company’s management and independent local experts. All of these procedures are aimed at maintaining and adding value to the Fund’s investment in the smaller corporate entities.

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3. ABOUT LOWELL RESOURCES FUND

3.1 Overview

The Fund is a registered Managed Investment Scheme structured as a unit trust, which has been registered with ASIC. The Fund was admitted to the official list of ASX on 22 March 2018.

The Fund was established on 21 January 1986 and prior to admission to the official list of ASX, the Fund operated as an unlisted fund.

The Fund focuses on investing in shares and other financial products issued by predominantly small capitalisation resources companies listed or seeking to list on Australian and overseas stock exchanges.

The Investment Manager is the investment manager of the Fund and has acted as investment manager of the Fund since June 2004. Further information about the Investment Manager is set out in Section 5.

3.2 Fund Structure

The following fund structure diagram sets out the structure of the Fund and its service providers as at the date of this PDS.

==> picture [460 x 261] intentionally omitted <==

----- Start of picture text -----

Cremorne Capital Ltd
(Responsible Entity)
Equity Trustees
(Custodian)
Lowell Resources
Funds Lowell Resources Fund Nexia Melbourne
(ASX: LRT) Audit Pty Ltd
Management
(Auditor)
Limited
(Investment Manager)
Lowell Accounting
Services Pty Ltd
(Fund Administrator)
Automic Pty Ltd
(Registry)
----- End of picture text -----

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3.3 About the Responsible Entity

The responsible entity of the Fund is Cremorne Capital Limited. It has been the Responsible Entity of the Fund since June 2000. The Responsible Entity holds Australian financial services licence (AFSL) number 241175 issued by ASIC, which authorises it to operate the Fund.

Role of the Responsible Entity

The Responsible Entity is bound by the constitution of the Fund, the Corporations Act and the Listing Rules. The Responsible Entity has lodged a compliance plan with ASIC which sets out the key measures which the Responsible Entity will apply to comply with the Constitution, the Corporations Act and the Listing Rules. The Responsible Entity has established a Compliance Committee with a majority of external members. The compliance plan is overseen by the Compliance Committee and is audited annually with the audit report being lodged with ASIC.

The Responsible Entity has the power to delegate certain aspects of its duties.

The Responsible Entity has appointed the Investment Manager as the investment manager of the Fund. There are no unusual or materially onerous terms in the agreement under which the Investment Manager has been appointed. The Responsible Entity has conducted due diligence on the Investment Manager to ensure that the investments relating to the Fund have been made in accordance with the Investment Strategy. The Responsible Entity also has an ongoing review framework in place to review the investment process that the Investment Manager has in place for the Fund.

The Responsible Entity has appointed service providers Equity Trustees as the Custodian, and Lowell Accounting Services Pty Ltd as the Fund Administrator.

The material agreements of the Fund are set out in Section 11.

Board of the Responsible Entity

The Board of the Responsible Entity has a broad range of experience in financial services and the resources sector, coupled with financial and commercial expertise. The Board currently comprises three directors. Details of the current Board are set out below.

Michael Andrew Ramsden, Chairman

Michael is a qualified lawyer with more than 30 years’ experience as a corporate adviser, he has been involved with all forms of finance, including money markets, futures trading, lease finance, trade finance and foreign exchange. Michael has worked for a Lloyds broker in London and a number of major international companies including CIBC Australia, JP Morgan and Scandinavian Pacific Investments Limited. Michael was a Director of D&D Tolhurst Stockbrokers and Tolhurst Corporate Ltd, and is experienced in funds management, mergers and acquisitions, corporate restructuring, equity raising and the general provision of corporate advice. Michael is currently Chairman of Australian Mines Limited (ASX:AUZ), African Mahogany Australia Pty Ltd, Managing Director of Terrain Capital and Vice-Chairman of the Victoria Racing Club.

Oliver Robert Carton, Director

Oliver is a qualified lawyer with over 35 years’ experience in a variety of corporate roles. Oliver currently runs his own consulting business and was previously a Director of the Chartered Accounting firm KPMG where he managed its Corporate Secretarial Group. Prior to that, Oliver was a senior legal officer with ASIC.

Oliver is an experienced company officer and is currently Director/Company Secretary of a number of listed, unlisted and not for profit companies.

Oliver also is and has been a Board member of a number of not-for-profit entities including Melbourne Symphony Orchestra Pty Ltd.

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Donald (Don) Anthony Carroll, Director

Don has extensive experience in the international resources business primarily in the marketing and development of minerals. In a career spanning 29 years with BHP Billiton, and prior to that Rio Tinto, he has held a number of senior positions including President BHP Billiton Japan, President BHP Billiton India and Group General Manager Marketing Asia based in Hong Kong. He has been active in the development of coal, bauxite and iron ore resources as well as the marketing of most mineral and energy products. He has experience in the merger and acquisitions sector including the merger of BHP with Billiton. Prior to joining Cremorne Capital Don was Vice President Investor Relations for BHP Billiton in Australia. He holds a degree in mining engineering from Sydney University and is a long-standing member of the Australian Institute of Mining and Metallurgy and is a member of the Australian Institute of Company Directors.

Don is also a director of the Cathy Freeman Foundation, which supports indigenous students to achieve their full potential at school.

3.4 Valuation and Custody of Assets

The Fund calculates its estimated Net Asset Value ( NAV ) on a weekly basis, and at month’s end.

The Responsible Entity has delegated to the Fund Administrator the determination of the estimated NAV of the Fund and the NAV Unit Price.

The Custodian holds the Fund’s Assets. Cash may also be held on deposit with one or more Australian authorised deposit taking institutions.

3.5 Liquidity

Units are not able to be redeemed except under a withdrawal offer under the Corporations Act or a buy-back of units under the Corporations Act and Listing Rules while the Fund is listed.

As the Fund is admitted to the official list of ASX and Units are quoted on ASX, Unitholders are able to sell their Units on ASX, subject to there being sufficient buyers of Units at a price that is satisfactory to the selling Unitholder, ASX being open for trading and the Units not being suspended from trading. Units may be sold on the ASX by Unitholders instructing their stockbroker or through online trading platforms.

3.6 Further Issues of Units

The Responsible Entity is permitted, subject to the Constitution, the Corporations Act, the Listing Rules and applicable laws, to issue further Units. The Responsible Entity will only issue further Units if it determines (after consultation with the Investment Manager) such issues are in the best interests of Unitholders. This may take the form of a distribution reinvestment plan, rights issue or placement of Units.

3.7 Distribution Policy

If the Fund pays a distribution to Unitholders, it is generally expected to be paid on an annual basis. The amount of the distribution is anticipated to be an amount approximately equal to the taxable income components of the Fund for the period that the distribution relates to, usually the Financial Year in which the income is earned. In some years it is possible that no distribution will be paid, for example when there are no or very little net taxable income components earned by the Fund. The Responsible Entity may also elect to pay an interim distribution in relation to a period other than a full Financial Year. An example of when this may occur is if the Fund were to realise significant capital gains and wished to distribute some or all of these gains.

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The Responsible Entity is required to announce to the ASX an estimated distribution amount per Unit prior to the Units trading on the ASX on an ex-entitlement basis. Whilst there is no guarantee that the actual distribution will be exactly equal to the estimated distribution, the Responsible Entity will endeavour to ensure that these amounts are equal. The amount taxable in the hands of Unitholders each year does not necessarily follow the amount distributed from the Fund, and therefore Unitholders may be subject to tax on an amount different from the amount actually distributed.

Unitholders can have their distributions automatically re-invested into additional Units of the Fund. Applicants for Units under the Offer will be included for participation in the distribution reinvestment plan, unless they opt out by notifying the Responsible Entity that they wish to have their distributions paid into an Australian dollar bank account of the investor’s choice. Information on the distribution reinvestment plan will be made available to investors on www.cremornecapital.com/lrf-dividend-reinvestment-plan .

Further information in relation to the taxation implications for Unitholders can be found in Section 10.

3.8 Reporting to Unitholders

The Fund is subject to regular reporting and disclosure obligations and is required to meet the continuous disclosure requirements of the Corporations Act and Listing Rules as a disclosing entity. Accordingly, the Fund:

• a) Prepares and releases to ASX (and lodges with ASIC) both yearly and half yearly financial statements accompanied by a Directors’ statement and report and an audit or review report;

• b) Within 14 days after the end of each month, tells ASX of the NAV backing of its Units as at the end of that month; and

• c) Immediately notifies ASX of any information concerning the Fund of which it is, or becomes aware and which a reasonable person would expect to have a material effect on the price or value of Units, subject to certain limited exceptions related mainly to confidential information.

Copies of documents (including the above) that are lodged by the Fund with ASIC or ASX may be obtained from ASIC or ASX (respectively), or free upon request from the Responsible Entity or the Investment Manager. Copies of documents lodged with ASIC can also be inspected at an ASIC office.

Copies of the Fund’s most recently lodged annual financial report and any continuous disclosure notices (announcements) given to ASX by the Responsible Entity including weekly estimated NAV Unit Prices may be obtained from the Responsible Entity or the Investment Manager (free upon request) or ASIC. Copies can also be obtained form the ASX website under the Fund’s code “LRT”.

The Investment Manager may also produce additional investment reports, which will be lodged with ASX. All reports will also be available at www.lrfm.com.au .

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4. ABOUT THE INVESTMENT MANAGER

4.1 About the Investment Manager

The Investment Manager is the investment manager of the Fund and operates under AFSL 345674. The Investment Manager was appointed as the investment manager of the Fund on 6 January 2004.

The Investment Manager operates through an investment committee which concentrates the experience and knowledge of individuals who have direct working experience in the oil & gas and minerals industries, broking, banking and funds management.

The Investment Manager invests the Fund Portfolio in accordance with the investment strategy outlined in this PDS and in the Investment Management Agreement, the key terms of which are set out in Section 11.1 of this PDS.

4.2 Historical Performance of the Fund

The Fund has provided outstanding performance over the last 10 years, during which time it has been managed by the Investment Manager. The 10-year return to investors of 16.5% per annum to 30 June 2025 outperformed both the S&P / ASX 300 Resources Index, which returned 9.6% per annum over the period, the S&P ASX 200 index which returned 8.9% per annum return over the period and the S&P / ASX Small Resources Accumulation Index which returned 10.8% per annum over the period.

The Fund’s investment strategy revolves around investments in early-stage resource projects. As these projects grow – not all of them do – it is the Investment Manager’s intention to exit at the most appropriate time. Net profits are then distributed after the end of the financial year.

The Fund’s trust structure has allowed for the payment of distributions over the past six years. As a trust, the Fund must pay out all taxable profits of the Fund as distributions. In August 2020, the Fund distributed 2.4 cents per Unit. In August 2021, the Fund distributed 14.98 cents per Unit. In August 2022, the Fund distributed 11.57 cents per Unit. In August 2023, the Fund distributed 7.08 cents per Unit. In August 2024, the Fund distributed 15,21 cents per Unit, The distribution for the 2025 financial year was 2.74 cents per Unit.

The return calculation is based on the Net Asset Value unit price at the end of each month. The returns over the 5 years relative to the indices are set out in the below chart:

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10 year Performance Comparison - LRT
500
450
400
350
300
250
200
150
100
50
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LRT ASX300 ASX200 Small Resources
21- 24-
Jun-15 Dec-15 Jun-16 Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec Jun-22 Dec-22 Jun-23 Dec-23 Jun Dec-24 Jun-25
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• Returns are calculated to 30 June 2025

The performance returns of the Fund as at 30 June 2025 (which are set out in this Section) are based on the unaudited historical performance of the Fund which is not indicative of the future performance of the Fund.

4.3 Directors of the Investment Manager

Stephen Peter Mitchell (Chairman)

Mr Mitchell has over 30 years’ experience in the international resources sector with roles in senior management, funds management, corporate advisory and investment banking. Mr Mitchell is currently Chairman of Lowell Resources Funds Management and its Investment Committee, and is a Director of Growth Farms, Afton Energy and Hydrocarbon Dynamics Limited. He was previously Managing Director of Molopo Energy Limited, an ASX listed energy company which he grew from a micro-cap stock into an ASX 200 company, with projects in Australia, Canada, the US, Asia and Africa.

Mr Mitchell completed a Master of Arts in International Economics and Politics at Johns Hopkins University in the US.

John Arthur Forwood (Director and Chief Investment Officer)

Mr Forwood is a qualified lawyer and geologist. He has over 25 years of resources financing experience, including 8 years as CIO of the Investment Manager and 17 years with RMB Resources, including 13 years as a manager of the Telluride Fund. At RMB Resources, he acted as a principal financier of equity, structured quasi-equity and project finance to the junior resources sector. Mr Forwood also has 5 years’ experience in exploration and development geology in Australia, Tanzania and Indonesia. Previously, he qualified with a major Australian law firm to practice as a barrister and solicitor.

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Steven Robert O’Connell (Director) CPA, AACI

Mr O’Connell has over 35 years’ extensive finance industry experience in life insurance, asset management, custodial services, financial planning and superannuation (consulting, administration and trustee services). He has headed the compliance and risk management functions for several large multi-national asset managers. Mr O’Connell has been appointed company secretary for a number of asset managers, headed custodial operations for corporate actions, reconciliations and unlisted trust management and was a key person in the eventual sale of Mellon Australia’s superannuation and administration consulting businesses in 2005. He has held Board positions at one of Australia’s leading asset management companies, chairs Compliance Committees for leading asset managers and continues to be a Responsible Manager for a number of asset management companies.

Mr O’Connell also sits on the Board of a number of small businesses within the finance industry.

Richard Damon Morrow (Director) FAusIMM

Mr Morrow is an experienced stockbroker with Ord Minnett group and is a member of the steering committee of the Melbourne Mining Club, Australia’s leading networking organisation for the resources sector. He has more than 35 years’ experience as a sharebroker in Melbourne and in London, with a particular interest in the resources space. Mr Morrow is a Master Stockbroker with the Stockbrokers and Financial Advisers Association (MSAFAA) and has passed the industry-wide FASEA exam. He is non-executive director of global tungsten producer EQ Resources, listed on the ASX and a Fellow of the Australasian Institute of Mining and Metallurgy.

4.4 Investment Committee

The members of the Investment Manager’s investment committee are Stephen Mitchell (Chair), John Forwood and Richard Morrow.

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5. BENEFITS OF INVESTING IN THE FUND

5.1 Investment Expertise

The Fund aims to provide Unitholders with exposure to the low-capitalisation mining and energy sectors, and provide above-average absolute returns to Unitholders. The Portfolio is managed by an experienced Investment Committee comprising John Forwood, Stephen Mitchell and Richard Morrow. Descriptions of the Investment Manager’s management experience as investment manager of the Fund and the experience of the Directors of the Investment Manager are outlined in Section 4.

5.2 Annual Distributions

The Fund’s investment objective is to maximise absolute returns to its Unitholders over the medium to longer term, along with annual distribution payments contingent on the Fund generating a taxable profit for the term. Because the Fund’s primary objective is capital growth from investment in a select group of junior mining and energy companies, performance cannot be readily referenced to a widely available benchmark or market index. The junior resource sector tends to be highly volatile, which from time to time enables the Investment Manager to sell down overpriced stocks to lock in capital gains, most of which are intended to be distributed to Unitholders, on an annual basis.

5.3 Distribution Re-investment Plan

Unitholders can have their distributions automatically re-invested into additional Units of the Fund. Applicants for Units under the Offer will be automatically included for participation in the distribution reinvestment plan unless they opt out by notifying the Responsible Entity that they wish to have their distributions paid into an Australian dollar bank account of the investor’s choice. Information on the distribution reinvestment plan is available to investors at www.cremornecapital.com/lrf-dividend-reinvestment-plan .

5.4 Trading on the ASX market

The Fund’s Units are quoted ASX. This means that Unitholders can buy and sell Units on the ASX market through a stockbroker or share trading account. Investors are also be able to see the prices at which other investors are prepared to exchange Units.

Settlement of Units traded on the ASX market occurs via the CHESS settlement service.

5.5 Tracking your investment

The Responsible Entity will calculate the Fund’s Net Asset Value ( NAV ) per Unit on a weekly basis, after close of market. The Fund’s NAV will be published to the ASX in accordance with the Listing Rules, and uploaded on the Responsible Entity’s website.

5.6 Holding Statements

Holders will receive a holding statement showing the number of Units that they own. Holders will receive an updated holding statement upon the occurrence of any changes to their holding.

5.7 Regular Reporting

In addition to the information provided by the regular reporting set out in Section 4.8, the Investment Manager may produce investment reports, which will be lodged with the ASX and sent to Unitholders. All reports will also be available at www.lowellresourcesfund.com.au/investorcentre/announcements.html .

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6. INVESTING IN THE FUND

6.1 Purchasing Units On-Market

Investors can invest in the Fund by purchasing Units on the ASX market through a stockbroker or share trading account. The purchase of Units on-market is settled through the CHESS settlement service. Investors will not need to complete an application form but will need to be a client or a stockbroker or have a share trading account.

The cost of investing in the Fund on-market will be the price at which you purchase Units on the ASX market, plus any brokerage fees you incur. Investors can purchase additional Units on the ASX market at any time, through a stockbroker or share trading account.

Investors do not have a right to a cooling off period for Units purchased on the ASX market.

6.2 Selling Units On-Market

Holders can sell Units on the ASX market through a stockbroker or share trading account. Proceeds from any sale of Units will be delivered through the ASX CHESS settlement service.

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7. RISK FACTORS

Investment in the Fund should be regarded as high risk. In addition to the risks normally associated with the equity investments, the resource sector in which the Fund’s assets are primarily invested is exposed to volatility in commodity prices. Movements in commodity prices tend to be magnified in small-cap resource stocks. Furthermore, many junior stocks are thinly traded and relatively illiquid, especially during depressed market conditions.

7.1 Investment Strategy Risk

The Fund’s investment activities expose it to a range of risks. The Fund has identified a number of these risks below, and have regarded them as being particularly relevant in formulating its investment strategy.

Portfolio Risks

The leverage to commodity prices inherent in junior resource stocks accentuates share price movements, both up and down. This leverage provides opportunities for profits, but also increases the potential for losses in adverse market conditions. The Portfolio includes resource companies operating or domiciled outside Australia, with the additional sovereign risks of exchange rate, security of tenure, foreign legal systems, logistical problems, and more difficult monitoring of investments.

Specifically, the resources sector is subject to volatility and unanticipated price weakness arising from potential risks, such as the following:

• An unexpected weak, deflationary global economy that could arise from convergence of negative factors and a contraction in global credit;

• An economic slowdown in China that might have a negative impact on Australian mining and energy companies;

• Sustained reversals in primary commodity prices;

• Economic recession and an abrupt share market downturn;

• Market crisis such as a major sovereign debt default, insurrection or acts of terrorism;

• Accelerated central bank gold sales or disposal of other metal inventories by large holders;

• Sovereign risk adversely affecting security of tenure or fiscal regime governing mining titles;

• Significant Australian currency appreciation, decreasing the local value of commodities priced in US dollars; and

• Potential adverse tax, regulatory and royalty changes in Australia and overseas countries.

Reliance on the Investment Manager

The Fund’s success and profitability relies almost entirely on the Investment Manager’s ability to successfully identify, purchase and realise investments in the resources sector. Due to the volatility in the junior resource sector, the Investment Manager is able to lock in capital gains from the sale of temporarily overpriced shares from time to time. Poor stock selection by the Investment Manager could mean that the assets held by the Portfolio will continue to trade at discounts to their underlying value. This could have an adverse impact on the Fund’s financial performance.

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Equity Market Risk

Equity market risk is the risk of fluctuations in the market price of assets held by the Fund, which results from moves in the wider equity markets. The Fund may hold investments listed on a variety of stock exchanges, predominantly the ASX, and an overall decline in any of these markets could reduce the value of the Investments.

Concentration Risk

Due to the Portfolio holding only a limited number of junior mining stocks, there is a risk of a significant decrease in the Value of the Portfolio as a result of a significant decline in the market price of any single investment or related group of investments. If a single investment makes up a high percentage of the Portfolio’s value, an abnormal movement in its market price may have a correspondingly high impact on the Value of the Portfolio. The Investment Manager will actively monitor the Portfolio and continuously change the weightings of its investments and cash holdings accordingly.

Liquidity Risk

The Fund predominantly invests in junior mining and energy stocks which, on average, have lower liquidity than stocks with greater market capitalisations. Liquidity risk is the risk that a Portfolio investment may be difficult or impossible to sell in a timely fashion when required, or that the price at which such a sale may be made differs substantially from what the Investment Manager considers to be fair market value. Liquidity risk is compounded by the risk that Portfolio investments may become illiquid after their purchase. If the Investment Manager is unable to sell assets, or can only sell assets at a discount to fundamental value, the Value of the Portfolio is likely to be negatively affected.

Small Resources Company Risk

The Fund will typically invest in junior mining and energy stocks whose exploration, development and mining activities are at varying stages, ranging from grassroots to mature. The Fund is indirectly exposed to the risks associated with its investee companies. The exploration stage is generally a highly speculative endeavour, which may not result in the investees finding economic deposits. Financing and construction risks may be encountered during the development stage. The operations of a portfolio company may be affected by various factors including, for example, failure to achieve predictable grades in exploration and mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems affecting extraction costs, adverse weather conditions, industrial and environmental accidents, environmental events generally, industrial disputes, civil disputes or unrest, and unexpected shortages or increases in the cost of labour, consumables, spare parts, plant and equipment.

Market and Economic Risk

Economic, technological, social, political or legal conditions, interest rates and market sentiment can (and do) change. These and other factors including changes in the value of investment markets can affect the value of the investments in the Fund.

General economic conditions, movements in interest and inflation rates, and currency exchange rates may have an adverse effect on the Fund’s performance. Furthermore, securities market conditions

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may affect the Fund’s performance and/or the value of Units. Securities market conditions are affected by many factors, such as:

• General economic outlook, both locally and abroad;

• Interest rates and inflation rates;

• Currency fluctuations;

• Changes in investors sentiment toward a particular market sector; and

• The demand for, and supply of, capital.

Interest Rate Risk

Changes in interest rates may have a negative impact, either directly or indirectly, on Portfolio investments, and overall investment returns.

Asset Risk

A particular commodity, asset or security that the Fund invests in may fall in value for many reasons, such as changes in a business’s internal operations or management, or in the business environment. Adverse movements in the price of investments held by the Fund may result in a reduction of the value of investments in the Fund.

7.2 ASX-Related Market Risks

Unit Trading Price

The trading price of any listed security may change in response to entity-specific factors, and to external factors such as market sentiment and buyer interest. Units may not trade at or near the net asset value of the Units.

Volatility of Units

Units in the Fund may be traded sparingly or heavily, and could therefore be very volatile without regard to any changes to the underlying NAV per Unit.

Liquidity Risk

Units are generally expected to have secondary market liquidity, however it is not guaranteed that such an active trading market will develop with sufficient liquidity, or which will sustain a price relative to the NAV per Unit. As a listed investment trust, there will be no regular redemption facility for Units in the Fund.

Counterparty Risk

When Units are sold on-market, reliance is placed on the central system for clearing and settling trades on ASX (CHESS) to ensure that settlement funds are received. As well as this, Unitholders also rely on the creditworthiness of any broker used to make on-market trades of Units.

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7.3 Operational Risks

Investment Manager Risk

The Investment Manager can be wound up or liquidated, it can cease to manage the Fund or be replaced, it can make poor investment decisions, poorly manage operational risks and any funds under its management can perform poorly. Moreover, a small number of investment professionals are responsible for managing the investments of the Fund and may make an investment decision that negatively affects the Fund.

Key Personnel Risk

The key personnel of the Responsible Entity and the Investment Manager are outlined in Sections 3 and 4. If any one or more of these persons were to cease to be employed by the relevant employer, this may negatively affect the Fund and the operational capabilities of the Fund’s management.

Counterparty Risk

There is a risk that a counterparty to a transaction or agreement entered into on behalf of the Fund may default on or breach their obligations under that transaction or agreement which may lead to the Fund experiencing an adverse investment outcome or liability.

Currency Risk

The Fund will invest in securities priced Australian dollars and securities priced in currencies other than Australian dollars. It will also invest in entities listed on a range of global security exchanges, which may themselves hold assets either listed or trading in different countries. This will expose the Portfolio’s investments to movements in the relative values of different currencies.

Accounting Policy Risk

Changes in accounting policies may affect the way in which Fund investments are valued, and consequently may have a detrimental impact on the value of the Fund.

Dilution Risk

The Fund is a close-ended vehicle and as such will not be open for regular applications for new Units. If the Responsible Entity decides to issue new Units in the future or engage in any form of capital raising approved under the Constitution which results in the issue of new Units, such as the current Offer, and Unitholders do not participate (and Unitholders may not always be able to participate) or do not participate in proportion to their Unitholding, the value of their unitholding may be diluted.

Regulatory Risk

Any material changes in the policies (including taxation policies) of governments or certain regulatory bodies affecting the Fund or investments of the Fund have the potential to affect the viability and profitability of an investment in the Fund or the Fund’s continued operation.

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Risk Management

The Investment Manager will apply the investment approach as outlined in this PDS to all investment opportunities. Potential investments will be analysed not only on an individual risk and return level, but also in the context of the wider portfolio. The Investment Manager will constantly monitor risk on a portfolio-wide level for a range of potential risks, including equity market, liquidity and concentration risk.

Active management of the Fund thus requires ongoing review of the primary drivers of share price, whether industry-wide or stock-specific. External factors with a negative bearing on the sector as a whole are countered by a movement to cash; where the company itself displays preliminary evidence of weakness, this stock is immediately sold down. With increasing funds under management there may be a move up to invest in somewhat larger, less volatile, and more marketable stocks. This would provide another positive step in reducing portfolio risk. Conservative option strategies such as put option purchases may be considered in some situations to lock in gains and limit downside.

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8. FEES AND OTHER COSTS

This Section 8 (including the tables in Sections 8.2 and 8.3) show the fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from the assets of the Fund. Tax information is set out in Section 12 of this PDS.

8.1 Consumer advisory warning

DID YOU KNOW?

Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns. For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example reduce it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the Fund or your financial adviser.

TO FIND OUT MORE

If you would like to find out more, or see the impact of fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website www.moneysmart.gov.au has a managed investment fee calculator to help you check out the different fee options.

8.2 Fees and other costs

This Section 8.2 provides a detailed description of the management fees and other costs payable from the Fund. The basis on which the management fees and costs describe in Tables 1, 2 and 3 below are calculated are detailed in the Constitution of the Fund.

Please note that by unit holder meeting of 19 August 2025, the rates of the Management Fee were amended and the Performance Incentive Fee rates and methodology were amended as shown in this PDS.

Please see Section 8.3 for additional explanation of the fees and costs outlined in Tables 1 and 2.

You should read all of the information about fees and costs, because it is important to understand their impact on your investment.

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TABLE 1: FEES AND OTHER COSTS

All fees outlined in the below table are (unless otherwise stated) exclusive of goods and services tax ( GST ), where applicable.

(GST), where applicable.
TYPE OF FEE OR COST	AMOUNT		HOW AND WHEN PAID
Fees when your money moves in or out of the managed investment product
Establishment Fee The fee to open your investment.	Not Applicable		Not Applicable
Contribution Fee The fee on each amount contributed to your investment.	Not Applicable		Not Applicable
Withdrawal Fee: The fee on each amount you take out of your investment	Not Applicable		Not Applicable
Termination Fees The fee to close your investment	Not Applicable		Not Applicable
MANAGEMENT COSTS The fees and costs for managing your investment
Initial Costs
Ongoing Costs
**Management Fee1 **		Where Total Gross Investments are equal to or less than $50 million: The higher of: (a) $25,000 per month plus 0.6% per annum of the Total Gross Investments; or (b) 1.95% per annum of the Total Gross Investments. Where Total Gross Investments are greater than $50 million and less than $150 million: 1.95% per annum of the Total Gross Investments up to $50 million plus 1.5% per annum of the Total Gross Investments that exceeds $50 million.	Calculated weekly and accrues daily and is payable from the Fund to the Responsible Entity (and proportionately on-paid to the Investment Manager as described in Section 11.1) on a monthly basis in arrears

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TYPE OF FEE OR COST		AMOUNT	HOW AND WHEN PAID
		Where Total Gross Investments are greater than $150 million: 1.95% per annum of the Total Gross Investments up to $50 million plus 1.5% per annum of the Total Gross Investments that exceeds $50 million up to $150 million, plus 1.25% per annum of the Total Gross Investments that exceeds $150 million.
Performance Fee2,3		18% of the amount by which the accumulated investment return of the Fund exceeds the accumulated return of the benchmark (being the S&P/ASX Small Resources Accumulation index) during each half year to 30 June and 31 December after recouping any prior periods’ underperformance in dollar terms.	Calculated six monthly but accrued in the unit price weekly and payable from the Fund to the Responsible Entity (and on-paid to the Investment Manager as described in Section 11.1) on a six-monthly basis in arrears.
Other Fund Costs (estimated)4 The fees and costs associated with the administration of the Fund and its investments that are paid by the Responsible Entity including, but not limited to, custody fees, registry fees, accounting fees and audit fees		Up to 0.9% per annum	Where such costs can be reliably estimated they are accrued throughout the financial year, reflected in the Unit price and deducted from the Fund at time of payment. Otherwise they are reflected in the Unit price upon invoice and deducted from the Fund at time of payment
SERVICE FEES
Switching Fee The fee for changing investment options		Not Applicable	Not Applicable

1 The management fee is payable to the Responsible Entity (see “Management Fee” under the heading “Additional Explanation of Fees and Costs”). Part of the Management Fee is on-paid to the Investment Manager (see Section 11.1 under the heading “Remuneration of the Investment Manager” for further detail).

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2 If the performance fee is payable, it is on-paid to the Investment Manager as described in Section 11.1 under the heading “Remuneration of the Investment Manager”. Investors should note the performance hurdle that must be met for this fee to become payable (see “Performance Fee” under the heading “Additional Explanation of Fees and Costs”).

3 If the Fund underperforms against the Benchmark during the Calculation Period, a Performance Incentive Fee will not be paid. Any underperformance will be carried forward to the following Calculation Period and must be recouped before any Performance Incentive Fees for subsequent period(s) will be paid. If the Fund outperforms the Benchmark during a Calculation Period, but the Fund’s performance is negative, the Performance Incentive Fee for that Calculation Period will be accrued as a liability of the Fund and paid when the Fund’s performance for a subsequent Calculation Period is positive..

4 This is an estimate only and comprises the anticipated ongoing costs of the fund such as recoverable expenses and indirect costs.

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TABLE 2: EXAMPLE OF ANNUAL FEES AND COSTS

The figures outlined in the below table are inclusive of GST and are net of RITC, where applicable, and the table is based on Total Gross Investments of the Fund being $80,000,000. The below table also assumes that the performance hurdle has been exceeded for both Calculation Periods of the relevant 12-month period.

The table below gives an example of how fees and costs for this product can affect your investment over a one-year period. You should use this table to compare this product with other managed investment products. References to “you” being charged fees in the below table are included in accordance with the regulations of the Corporations Regulations 2001 (Cth), however all fees and costs in the below table are payable from the Fund.

Example		Balance of $50,000 with a contribution of $5,000 **during the year1 **
Contribution Fees2 PLUS Management Costs3,4 EQUALS Cost of Fund	Nil 2.68% of Total Gross Investments of the Fund Performance Fee5	For every additional $5,000 you put in you will not be charged any contribution fee. And, for every $50,000 you have in the Fund, you will be charged $1,340each year. And, for every $50,000 you have in the Fund, you will be charged $705 assuming the same Fund performance for FY 2025 If you had an investment of $50,000 at the beginning of the year and you put in an additional $5,000 during that year, you would be charged fees of $2,045. What it costs you will depend on the fees you negotiate with your financial adviser.

1 This example assumes the $5,000 contribution occurs at the end of the year, therefore management costs for the year are calculated using the $50,000 balance only, and ais not made under the Offer.

2 No contribution fees are payable by investors.

3 Management costs are expressed as a percentage of the Total Gross Investments of the Fund (for the ongoing management costs of a 1.78% management fee of $890 per annum and other fund costs of $450.00 per annum (1.0%)) plus an estimate of the performance fee.

4 Based on the balance of Gross Fund Investments being $80 million, the effective Management Fee is 1.78% per annum (Other Fund Costs are estimated to be 0.9% per annum).

5 The estimated performance fee of $705 per annum in the above table is an estimate of the performance fee calculated based on the actual performance fees payable by an investor in the Fund for the year ended 30 June 2025 on an investment balance of $50,000 and calculated under the previous performance incentive fee calculation basis. This estimate is exclusive of GST. The estimate is provided as an example only and is not a representation of likely future performance. The actual performance fee and total management costs will depend on the performance of the Fund and may vary from this example. The performance fee is only payable if the required performance hurdle is met.

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8.3 Additional Explanation of fees and costs

Management Fee

The ongoing management costs for the Fund include a management fee which is payable from the Fund to the Responsible Entity.

The Responsible Entity on-pays some of the management fee to the Investment Manager, in accordance with the terms of the IMA, for assistance in managing the Portfolio of the Fund. For further details of the IMA see Section 11.1.

Performance Fee

The ongoing management costs for the Fund include a performance fee which is payable from the Fund. If the Fund underperforms against the Benchmark during the Calculation Period, a Performance Incentive Fee will not be paid. If the Fund outperforms the Benchmark during a Calculation Period, but the Fund’s performance is negative, the Performance Incentive Fee for that Calculation Period will be accrued as a liability of the Fund and paid when the Fund’s performance for a subsequent Calculation Period is positive..

The performance fee is calculated on a six-monthly basis ending on 31 December and 30 June of each year.

If the Fund’s performance exceeds the Benchmark and the Fund’s performance is greater than zero, then subject to any accrued underperformance, a performance fee of 18% of the amount (in percentage terms) by which the accumulated investment return of the Fund exceeds the accumulated return of the benchmark less any remaining prior period underperformance for the six-monthly period will be charged.

If a performance fee is payable, the Responsible Entity on-pays the performance fee to the Investment Manager in accordance with the terms of the IMA. For further details of the IMA see Section 11.1.

Other Fund Costs

The Responsible Entity is entitled to be reimbursed from the Fund for all costs, charges and fees properly incurred in the course of its duties in connection with the administration or management of the Fund except salary related expenses. These costs include custody, registry, accounting and audit.

The Responsible Entity currently estimates that these costs total 0.9% of the Total Gross Investments of the Fund per year, equating to a cost to Unitholders of approximately $450.00 on an average investment balance of $50,000.

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8.4 Advisor Remuneration

No commissions will be paid by the Responsible Entity to financial advisors.

You may incur a fee for the advice provided to you by your personal financial advisor, but this is not an amount charged by the Responsible Entity for investing in the Fund nor is it an amount that is paid or deducted from the Fund.

8.5 Changes in Fees and Costs

The management fees and costs outlined above are based on the Responsible Entity’s actual knowledge or a reasonable estimate of the fee or costs, where appropriate. Such estimates are based on a number of factors which may be subject to change, such as changes in industry or regulatory requirements, which may result in a change in the actual fees and costs from time to time.

The management fee and performance fee are capped by the Constitution, and the management fee and performance fee disclosed in Table 2 above are the maximum permitted by the Constitution and as such any increase would require Unitholder approval.

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9. MANAGEMENT AND CORPORATE GOVERNANCE

9.1 Compliance Plan

The Fund has a Compliance Plan which sets out how the Responsible Entity will ensure compliance with both the Act and the Constitution, and provides the mechanisms for monitoring compliance with the relevant laws and the Constitution. It further sets out the procedures to be followed by the Responsible Entity if an event occurs which requires action. This plan is overseen by a Compliance Committee and the Responsible Entity’s compliance with is audited annually by the Compliance Plan Auditor.

9.2 Compliance Committee

The Responsible Entity has established the Compliance Committee to monitor compliance with the Compliance Plan. The majority of its members are independent of the Responsible Entity. In addition, the Compliance Committee must regularly assess the adequacy of the Compliance Plan and report any breaches of the Act or the Constitution to the Responsible Entity. If the Responsible Entity does not take appropriate action to deal with the breach, the Compliance Committee must report relevant details of the breach to ASIC.

Details of the current members of the Compliance Committee are set out below:

Steven O’Connell

Mr O’Connell has over 35 years’ extensive finance industry experience in life insurance, asset management, custodial services, financial planning and superannuation (consulting, administration and trustee services). He has headed the compliance and risk management functions for several large multi-national asset managers. Mr O’Connell has been appointed company secretary for a number of asset managers, and has headed custodial operations for corporate actions, reconciliations and unlisted trust management. He has held board positions at one of Australia’s leading asset management companies, chairs Compliance Committees for leading asset managers and continues to be a Responsible Manager for a number of asset management companies.

Mr O’Connell also sits on the board of a number of small businesses within the finance industry and has been a member of the Responsible Entity’s Compliance Committee for over 15 years. He is also a director of Lowell Resources Funds Management Ltd.

John Taylor

John Taylor is a compliance practitioner with over 30 years’ experience in the finance industry. Sectors he has experience in include managed funds, listed trusts, superannuation, trustee companies and building societies. As former Executive Director of Intertextual Pty Ltd, John led a team which developed a risk and compliance management software program used by many of Australia’s major superannuation funds. John is originator and co-convenor of the Independent Compliance Committee Forum.

John is also Chairman of the Responsible Entity’s Compliance Committee, a position he has held for more than 20 years.

Neil Busse

Neil Busse has Commerce and Law Degrees has over 30 years’ experience in the finance industry including the management of a corporate trustee business, extensive experience in the life and general insurance operations. Mr Busse has been a senior manager of a national financial planning company and he has been a member of the Responsible Entity’s Compliance Committee for more than 20 years.

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9.3 Corporate Governance

Responsibility for the Fund’s proper corporate governance rests with the Responsible Entity. The Responsible Entity’s guiding principle in meeting this responsibility is to act honestly, in good faith and in the best interests of the Fund as a whole, in accordance with the law and the Code of Conduct adopted by the Responsible Entity.

The Responsible Entity has entered into an Investment Management Agreement ( IMA ) with the Investment Manager pursuant to which the Investment Manager will provide certain investment management services to the Fund.

The Responsible Entity, with reliance upon the Investment Manager, will monitor the operational and financial position and performance of the Fund. The Responsible Entity is committed to maximising performance, generating appropriate levels of investor value and financial return, and sustaining the growth and success of the Fund. In conducting the Fund’s business with these objectives through the Investment Manager, the Responsible Entity seeks to ensure that the Fund is properly managed to protect and enhance investor interests, and that the directors of the Responsible Entity and the Investment Manager operate in an appropriate environment of corporate governance.

Accordingly, the Responsible Entity has created a framework for managing the Fund, including adopting relevant internal controls, risk management processes and corporate governance policies and practices which it believes are appropriate for the Fund’s business and which are designed to promote the responsible management and conduct of the Fund. Under the IMA, the Investment Manager agrees to assist the Fund to comply with all relevant laws, including the Listing Rules and the Corporations Act.

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10. TAXATION

The summary below is general in nature and is intended as a guide only. It summarises the Australian income tax implications applicable to the Fund and investors, based on the tax laws applicable as at the date of this PDS, but it does not constitute tax advice. As the tax rules in Australia are complex and are continuously changing, it is strongly recommended that investors obtain specific tax advice pertaining to their own circumstances prior to investing in the Fund.

In particular, the implications summarised apply only where investors are residents of Australia for income tax purposes and hold their investment on capital account for income tax purposes. They do not apply where investors are not resident of Australia for income tax purposes or where any gain in respect of the disposal of Units would be regarded as ordinary income or otherwise taxed on revenue account. Investors should obtain specific tax advice pertaining to their own circumstances prior to investing in the Fund.

10.1 How the Fund is Taxed

General

The Fund has been established as an Australian resident unit trust. In addition, it is the Responsible Entity’s intention that the Fund’s investments will not cause the Fund to be taxed as a public trading trust.

Investors should not be able to apply the Fund’s tax losses or capital losses to reduce their other taxable capital gains or income, but such losses may accumulate in the Fund and may be offset against future assessable income or gains of the Fund provided certain loss recoupment tests are satisfied.

The Fund intends to continue to qualify as a ‘managed investment trust’ for Australian tax purposes. If the Fund so qualifies, it will be eligible to make a capital account election for the purposes of the managed investment trust regime under Australian income tax law. This election would mean gains and losses on the disposal of certain assets (such as shares in companies and units in unit trusts, rights and options over such assets but excluding assets that are debt interests or other financial arrangements) of the Fund will be subject to capital gains tax treatment.

The AMIT Taxation Regime

The AMIT regime has been introduced as a new tax system for managed investment trusts to increase certainty of income tax rules for such trusts and to ensure investors’ rights to the income and capital of the Fund are clearly defined and cannot easily be materially diminished or expanded through the exercise of a power or right. Rather than determining taxation on a “present entitlement” basis, taxation under the AMIT rules is based on “attribution” of the Fund’s income components to the investors without the investors necessarily having “present entitlements” to the income.

The Fund elected into the AMIT regime for the income tax year ended 30 June 2020 and is subject to the new rules in this regime which impacts how the Fund and the investors are taxed. The Fund is deemed to be a ‘fixed trust’ for income tax purposes, and the Fund’s income components are ‘attributed’ to investors on a fair and reasonable basis. The Fund can also rely on specific legislative provisions to make adjustments to reflect any prior periods’ under-attributions or over-attributions of taxable income components, although administrative penalties may apply in certain circumstances. In broad terms, the income tax consequences under the AMIT rules are otherwise

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expected to be similar to the income tax consequences under the current general taxation rules on trusts.

It is noted that the AMIT rules codify an “unders and overs” provision, which means that any errors in determining taxable income can be carried forward to the following income year. This means that any incoming or outgoing investors may be taxable on these carried over forward amounts.

10.2 How Australian Resident Investors are Taxed

Income from the Fund

As it is the Fund’s intention to attribute all income of the Fund to investors during each Financial Year, the Fund should not be subject to any Australian income tax.

Proceeds from withdrawals may also contain a component of taxable income as determined by the Responsible Entity.

The taxable components of attributions distributions – whether reinvested back into the Fund or not – should be taxable in the hands of the investors for the Financial Year to which the attributions or distributions relate. That is, investors will include their share of the taxable components of the Fund (i.e. the taxable income of the Fund) in their assessable income for that year.

Investors will be provided with a statement each year outlining the various components of the attribution. For example, the components of the distribution may include dividends, trading or capital gains, tax deferred income, any taxes withheld or franking credits attached.

Capital Gains or Losses Made by the Fund

To the extent that an investor’s share of the income of the Fund is attributable to a net capital gain made by the Fund after utilising available current year or carried forward capital losses in the Fund, the investor will be treated as having made a net capital gain equal to that amount. Where such an amount qualifies as a discount capital gain, the investor’s distribution and taxation statement will indicate a taxable component and a capital gains tax concession component. The concession component generally represents the capital gains discount (currently 50%) claimed by the Fund. For individuals and trusts that are entitled to the same capital gains tax discount percentage (50%) as the Fund, effectively the concession component is not assessable and does not reduce the cost base of units held. However, for companies and superannuation funds, the concession component is effectively wholly or partly assessable. Where the Fund is in an overall capital losses position, such capital losses cannot be attributed to the investor but can only be carried forward in the Fund to offset against future capital gains of the Fund.

Franked Dividends and Franking Credits

Any franking credits derived by the Fund should generally be available to be distributed to investors in the Fund. However, the eligibility of the Fund to distribute franking credits is subject to certain conditions such as whether the Fund is in a tax loss position and the holding period rule. An investor’s individual circumstances will also be relevant in determining whether an entitlement to franking credits exists.

Where franking credits are distributed to an investor which is a resident individual or a complying superannuation entity, and those franking credits exceed the income tax otherwise payable by the

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investor, the excess franking credits may be refundable (i.e. the investor may get a cash refund rather than paying tax). In the case of corporate investors, in certain circumstances excess franking credits may give rise to tax losses.

Foreign Income

The Fund may derive income from sources outside Australia. An investor’s share of the gross foreign income will be treated as foreign income in their hands. Any foreign taxes paid by the Fund may be able to be attributed to investors. Investors may be able to claim a foreign income tax offset for these amounts.

Taxation of Financial Arrangements Regime

The TOFA rules may apply to certain “financial arrangements” held by the Fund. In broad terms, in calculating the net income of the Fund, returns on certain financial arrangements may be recognised on an accruals basis rather than a realisation basis, and on revenue account rather than on capital account.

Cost Base Adjustments

The cash distribution that an investor receives (including distribution reinvested back into the Fund) may include amounts not otherwise assessable income in the income year received. The nonassessable cash distribution component of distributions received by investors is commonly referred to as a tax deferred distribution, unless it relates to a discount capital gain that has been made by the Fund.

As the Fund has elected into the AMIT rules, the cost base and reduced cost base of an investor’s investment in the Fund will need to be adjusted upwards or downwards, based on the attributed amounts of the Fund’s income to the investor and the distribution being made to the investor.

Investors may have a capital gain once the cost base in the Units has been reduced to nil. An investor should confirm the treatment of tax deferred distributions with their taxation adviser as this will depend on their individual circumstances.

Disposal of Units in the Fund

Investors who hold their Units on capital account may also crystallise a capital gain or capital loss on disposal or redemption of their Units in the Fund. Any capital gains tax liability that arises may be reduced by the applicable capital gains tax discount where the Units disposed of or redeemed have been held for more than 12 months. The capital gains tax discount varies depending on whether the investor is an individual, trust or complying superannuation fund. Investors should seek their own taxation advice in relation to the capital gains implications that arise on disposal or redemption of Units.

Any capital losses arising from the disposal of the investment may be used to offset other capital gains the investor may have derived.

Goods and Services Tax

GST is not imposed on the acquisition or redemption of Units in the Fund. However, the services for which any fees are payable under the “Fees and other costs” section of this PDS, are likely to be

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subject to GST. The Fund is unlikely to be entitled to claim a full input tax credit for any GST paid on fees and other costs payable by it. The Fund may be entitled to claim a reduced input tax credit in relation to some of the GST payable in respect of certain expenses.

Any denial of input tax credit will be an additional cost to the Fund, which may affect the net income of the Fund and the distributions (if any) made by the Fund to investors.

Duty

Neither the acquisition of Units on initial application, nor the redemption of Units on a withdrawal, should attract stamp duty. However stamp duty may apply when transferring Units. Investors should confirm the duty consequences of transferring Units with their taxation adviser.

10.3 Tax File Number or Australian Business Number

It is not compulsory for an investor to quote their TFN or ABN. However, unless exempted, investors who have not provided a TFN, an ABN or details as to why the investor is exempt from being required to have a TFN or ABN, may have tax deducted from their distributions at the highest marginal tax rate plus any levies (such as the Medicare Levy) which may apply from time to time. Investors may be able to claim a credit in the investors’ tax return for any TFN/ABN tax withheld.

10.4 The Responsible Entity’s Financial Reporting Obligations

The Responsible Entity is required to lodge annually an Annual Investment Income Report (AIIR) to the ATO containing investor identity details and investment income paid to investors for the relevant Financial Year.

FATCA in the US imposes certain due diligence and reporting obligations on non-US financial institutions, including Australian institutions, to report to the US Internal Revenue Service (IRS) information on US citizens with financial accounts. Australia and the US has signed an intergovernmental agreement to assist in the facilitation of FATCA for Australian financial institutions, including reporting the information via the ATO under the existing Australia-US tax treaty arrangements. In addition, under the new Common Reporting Standard (CRS) which is the single global standard for the collection, reporting and exchange of financial account information on non-residents, banks and other financial institutions will need to collect and report to the ATO financial account information on non-residents and the ATO will exchange this information with the participating foreign tax authorities of those non-residents.

The Responsible Entity may therefore be required to report information in relation to non-resident Unitholders to the ATO, to be provided to foreign tax authorities.

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11. MATERIAL CONTRACTS

The Responsible Entity considers that the material contracts described below are those which an investor would reasonably regard as material and which investors and their professional advisers would reasonably expect to find described in this PDS for the purpose of making an informed assessment of an investment in the Fund.

This section contains a summary of the material contracts and their substantive terms which are not otherwise disclosed elsewhere in this PDS.

11.1 Investment Management Agreement (IMA)

Under the IMA, the Responsible Entity has appointed the Investment Manager as the investment manager of the Fund. A summary of the material terms of the IMA are set out below.

Duties of the Investment Manager

Subject to the Corporations Act and the investment policies incorporated into the IMA, the duties of the Investment Manager include:

• making, managing and supervising the investment of the assets of the Fund in accordance with the Corporations Act and the investment policies of the Fund;

• providing such information to the Responsible Entity regarding the Investments to enable the Responsible Entity calculate the Value of the Portfolio in accordance with the timing requirements for such valuations of the then-current PDS of the Fund, or weekly as a minimum;

• advising the Responsible Entity of investments made concerning the assets of the Fund; and

• providing the Responsible Entity with any information in its possession which the Responsible Entity may require in order to comply with its obligations under the IMA, the Corporations Act and the Listing Rules.

Powers of the Investment Manager

Under the IMA, the Investment Manager is responsible for investing money on behalf of the Responsible Entity that constitutes the assets of the Fund, including money received from the disposal of such investments or by way of any dividend or other distribution. The Investment Manager also has the power to review, realise or dispose of the Fund investments.

The Investment Manager’s investment powers under the IMA are subject to any restrictions imposed by the Corporations Act, any other applicable laws, the Constitution, the Listing Rules, the thencurrent PDS of the Fund and the investment policies pertaining to the IMA.

Discretions of the Investment Manager

The Investment Manager has absolute and unfettered discretion (subject to the Act) to manage the assets of the Fund (for investment purposes) and to do all things considered necessary or desirable in such management, including:

• the investigation, negotiation, acquisition or disposal of an investment or proposed investment;

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• selling, realising or dealing with any investment or to vary, convert, exchange or add investments in lieu of those investments; and

• with the approval of the Responsible Entity, making or redeeming any mortgage, loan or other security.

Delegation

The Investment Manager may not delegate to any person any or all of its duties and obligations imposed by the IMA without the prior approval of the Responsible Entity. However, the Investment Manager may not delegate its role to provide advice and recommendations to the Responsible Entity in respect of the investment policies of the Fund. The Investment Manager may also engage consultants or professional advisors for the purpose of exercising its powers and performing its obligations under the IMA, or appoint any person to be its attorney or agent for such purposes as the Investment Manager sees fit. The Responsible Entity must ratify and confirm all transactions and appointments made by the Investment Manager.

Responsibility for fees

Subject to such fees, charges and moneys being authorised under a budget set from time to time by the Board of the Responsible Entity, all reasonable and proper fees, charges and moneys payable to any persons appointed or engaged by the Investment Manager for the purpose of exercising its powers and performing its obligations (and all disbursements, expenses, duties and outgoing properly chargeable in respect of those persons) must be paid by the Responsible Entity.

Expenses

The Investment Manager is entitled to have certain fees, costs and expenses (where properly incurred) reimbursed by the Responsible Entity, including:

• any fees payable to any financial market, ASIC or other regulatory body;

• all costs, duties, debits, taxes and legal fees, expenses, commissions and brokerage incurred in connection with managing, acquiring, selling, transferring, receiving etc. any investment of the Fund; and

• outgoings in relation to the investments of the Fund.

Limitation of the Investment Manager’s Liability

The Investment Manager will not be responsible for any loss, costs, damage or inconvenience that may result from the exercise or failure to exercise of its powers, authorities and discretions under the IMA in the absence of gross negligence, other default, fraud or dishonesty.

Remuneration of the Investment Manager

The Investment Manager is entitled to an Investment Management Fee and a Performance Fee.

The Investment Management Fee is a fee payable to the Investment Manager on a monthly basis in return for the performance of its duties under the IMA.

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The Investment Management Fee, if the Gross Assets of the Fund are $50 million or less, payable is the higher of (per month):

• $25,000; or

• 1.35% of the Total Gross Investments (as that term is defined in the Constitution) divided by 365, calculated daily, on account of the Total Gross Investments.

The Investment Management Fee, if the Gross Assets of the Fund are greater than $50 million and equal to or less than $150 million, payable is (per month):

• 1.35% of the Total Gross Investments (as that term is defined in the Constitution) up to $50 million divided by 365, calculated daily, on account of the Total Gross Investments, plus

• 1.40% of the Total Gross Investments greater than $50 million divided by 365, calculated daily, on account of the Total Gross Investments.

The Investment Management Fee, if the Gross Assets of the Fund are greater than $150 million, payable is (per month):

• 1.35% of the Total Gross Investments million (as that term is defined in the Constitution) up to $50 million divided by 365, calculated daily, on account of the Total Gross Investments, plus

• 1.40% of the Total Gross Investments (as that term is defined in the Constitution) greater than $50 million but less than $150 million, divided by 365, calculated daily, on account of the Total Gross Investments, plus

• 1.15% of the Total Gross Investments (as that term is defined in the Constitution) greater than $150 million, divided by 365, calculated daily, on account of the Total Gross Investments.

the above figures being exclusive of GST.

The Performance Fee is a fee payable to the Investment Manager based on the performance of the Fund. The calculation of the Performance Fee is set out in the Constitution and described in Sections 8.2 and 8.3 of this PDS.

Term

The term of the IMA is 5 years with two 5-year option extensions provided for, which are exercisable at the option of the Investment Manager (subject to the approval of the ASX if required). However, the Responsible Entity will not be obliged to extend the IMA if the performance of the Fund in the preceding 5-year term was 30% less than the performance of the ASX Small Ordinaries Resources Index. The Responsible Entity and the Investment Manager may, by agreement, further extend operation of the IMA. It is noted that the first of the five year option extensions took effect in November 2022.

Termination by the Responsible Entity

The Responsible Entity has the right to immediately remove the Investment Manager and terminate the IMA for cause in the event of any of the following circumstances:

• an insolvency event occurs in relation to the Investment Manager;

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• the Investment Manager repeatedly fails to comply substantially with obligations under the IMA relating specifically to providing valuations to the Responsible Entity, the Investment Manager’s warranties and undertakings, assignment of rights and confidentiality;

• the Investment Manager fails to materially comply with any duty or obligation imposed on it by a material term of the MA and the failure is not rectified within 7 days after receiving notice of such failure; or

• a change in control of greater than 50% of the voting shares of the Investment Manager, unless such change in control is approved by the Responsible Entity.

If an option to extend the is exercised, the IMA may be terminated on three months’ notice by an ordinary resolution of unitholders. The Responsible Entity is not otherwise able to terminate the IMA without cause. If the Responsible Entity seeks to terminate the IMA other than for cause, the Investment Manager is entitled to be paid compensation in the order of the total amount of the Management Fee that would have been paid under the then-current term of the IMA based on the value of the Fund as at the date of termination, plus any Performance Incentive Fee accrued as at the date of termination.

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Termination by the Investment Manager

The Investment Manager has the right to terminate the IMA for cause if:

• an insolvency event occurs in relation to the Responsible Entity; or

• the Responsible Entity fails to materially comply with any duty or obligation imposed on it by a material term of the IMA and the failure is not rectified within 7 days after receiving notice of such failure.

The Investment Manager is also able to terminate the IMA without cause on the giving of 6 months’ notice (or such shorter period as the Responsible Entity and Investment Manager may agree).

Voting

The Investment Manager is authorised by the Responsible Entity to exercise any right to vote attached to a share or Unit forming part of any of the assets of investments of the Fund. In exercising this right, the Investment Manager shall take into account any direction received from the Responsible Entity but may exercise or not the right to vote as it sees fit.

The Responsible Entity is entitled to request from the Investment Manager any notice of meeting relating to any investment of the Fund.

The Corporations Amendment (Meetings and Documents) Act 2022 (Cth) amended the Corporations Act to allow for meetings of Unitholders to be held physically, as a hybrid or, if expressly permitted by the constitution, virtually (provided that Unitholders, as a whole, are given a reasonable opportunity to participate in the meeting).

At a unitholders meeting of 19 August 2025, the Fund’s Constitution was amended to expressly permit the holding of wholly virtual general meetings. The Responsible Entity amended the Constitution to ensure that it will be able to take advantage of the increased flexibility and accessibility the virtual meetings provisions offer in respect of general meetings, especially in light of recent unforeseeable events that have highlighted the need for entities to be able to adapt quickly.

Assignment

Neither the Responsible Entity nor the Investment Manager may assign any of rights under the IMA without the prior written consent of the other.

Amendment

The IMA may only be amended by agreement in writing of the Responsible Entity and the Investment Manager.

Exclusivity

Provided that the Investment Manager does not prejudice or otherwise derogate its responsibilities in the IMA, the Investment Manager may from time to time perform similar investment and management services for other persons. The Investment Manager is under no obligation to purchase, sell or recommend for purchase or sale for the account of the Responsible Entity any investment which the Investment Manager purchases or sells for its own account or for the account of any other person or entity, and the Investment Manager may give advice or take action in the performance of

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its duties under the IMA that differs from advice given or action taken in performance of its duties to others.

Avoidance of Conflicts

Under the terms of the IMA, the Investment Manager must:

• give priority to the Fund in all dealings if it intends dealing in the same securities as those in which it is, or intends, dealing on behalf of the Fund; and

• not acquire any asset from the Fund, or dispose of any asset to the Fund, unless on commercial arm’s length terms and specifically agreed to in writing with the Responsible Entity.

Confidentiality

The Responsible Entity and the Investment Manager are subject to general obligations of to keep and cause to be kept confidential any of the matters, affairs and concerns of the other. The general obligations of confidentiality continue for a period of 5 years after termination of the IMA, but indefinitely in the case of intellectual property information rights.

Responsible Entity indemnity

The Responsible Entity must indemnify the Investment Manager against any losses or liabilities reasonably incurred by the Investment Manager arising out of, or in connection with, and any costs, charges and expenses incurred in connection with the Investment Manager (or any of its officers, employees or agents) acting under the IMA or on account of any bona fide investment decision made by the Investment Manager, except insofar as any loss, liability, costs, charge or expense is caused by the negligence, default, fraud or dishonesty of the Investment Manager or its officers or employees. This indemnity continues after termination of the IMA.

Investment Manager indemnity

The Investment Manager must indemnify the Responsible Entity against any losses or liabilities reasonably incurred by the Responsible Entity arising out of, or in connection with, and any costs, charges and expenses incurred in connection with any negligence, default, fraud or dishonesty or the Investment Manager (or any of its officers, employees, delegates, agents or independent contractors engaged by it) and against any breach of a duty or obligation under the IMA except insofar as any loss, liability, costs, charge or expense is caused by the negligence, default, fraud or dishonesty of the Responsible Entity or its officers or employees. This indemnity continues after termination of the IMA.

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12. ADDITIONAL INFORMATION

12.1 Summary of the Constitution

The Fund is governed by the Constitution. The Constitution was adopted by Unitholders of the Fund on 31 October 2017 and amended by Supplemental Deed on 19 August 2025. A summary of the key rights and obligations attaching to Units and a description of the material provisions of the Constitution are set out below. This summary is not exhaustive nor does it constitute a definitive statement of the terms of the Constitution. The rights and obligations attaching to ownership of Units are also governed by the Corporations Act and the Listing Rules.

If you invest in the Fund, you agree to be bound by the terms of the PDS and the Constitution. Copies of the Constitution are available, free of charge on request from the Responsible Entity. Please consider the Constitution before investing in the Fund.

Units

The Fund is divided into Units, each of which confers a proportionate, equal and undivided beneficial interest in the net assets of the Fund (except in certain limited circumstances). Each Unit is not tied to nor does it confer any interest in any particular asset of the Fund, rather a Unit confers an interest in the assets of the Fund as a whole.

A Unitholder’s rights included in the Constitution rights to:

• receive income and other distributions attributable to Units held at the applicable record date;

• transfer Units (whilst the Fund is listed, this right is subject to the Listing Rules);

• receive notices and other communications in relation to the Fund;

• attend and vote at meetings of Unitholders;

• participate in the winding up of the Fund.

No redemption of Units

The rights of Unitholders to redeem their Units in the Fund varies depending on the status of the Fund (i.e. whether the Fund is listed). When the Fund is listed on ASX, redemption or withdrawal of Units is permitted only in accordance with the Corporations Act and the Listing Rules.

Issue of Units

The Responsible Entity may issue additional Units, or grant rights to be issued additional Units, subject to the terms of the Constitution. The Responsible Entity can:

• issue classes of Units with any preferred, deferred or other special rights, obligations or restrictions;

• issue Units by way of a pro rata rights issue, placement or distribution reinvestment;

• suspend the issue of Units in limited circumstances and subject to the Listing Rules;

• make arrangements for any subscription of Units to be underwritten; and

• determine the application (issue) price of Units in accordance with the Listing Rules.

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Responsible Entity’s powers and duties

The Responsible Entity has all the powers in respect of the Fund that it is possible under the law and any applicable regulations to confer on a Responsible Entity as though it were the absolute owner of all of the assets of the Fund and acting in its personal capacity. The Responsible Entity can borrow or raise money, incur obligations and liabilities, invest, dispose of or otherwise deal with assets and liabilities of the Fund, authorise any person to act as its agent or delegate, hold Units in any capacity and take and rely upon advice, amongst other powers.

Retirement and removal of Responsible Entity

The Constitution does not grant Unitholders any additional rights in respect of the removal of the Responsible Entity than what is contained in the Corporations Act. The Responsible Entity may retire in accordance with the Corporations Act.

Limitation of liability and indemnity in favour of Responsible Entity’s

If the Responsible Entity acts in good faith and without negligence, it is not liable in contract, tort of otherwise to Unitholders for any loss suffered in any way relating to the Fund. The liability of the Responsible Entity to any person other than a Unitholder in respect of the Fund is limited to the Responsible Entity’s ability to be indemnified from the assets of the Fund.

In addition to any indemnity allowed by law, the Responsible Entity is entitled to be indemnified out of the assets of the Fund for any liability (including any tax liability) incurred by it in properly performing or exercising any of its powers or duties, including (to the extent permitted by the Corporations Act) any liability incurred as a result of any act or omission of an agent appointed by the Responsible Entity. The indemnity in favour of the Responsible Entity endures until the Responsible Entity is removed or retires.

Liability of Unitholders

The liability of a Unitholder is limited to the amount, if any, which remains unpaid in relation to their Units.

Responsible Entity’s remuneration and recovery of expenses

The Constitution permits the Responsible Entity to charge the fees summarised in Section 8 of this PDS. The Responsible Entity is also entitled to be reimbursed from the Fund for expenses properly incurred by it in its performance of its duties in respect of the Fund. Some of these expenses include:

• insurance premiums;

• costs and disbursements incurred in dealing with the Assets or Investments of the Fund;

• costs and disbursements incurred in respect of compliance with the Listing Rules; and

• fees and expenses of the auditor of the Fund.

Modification of the Constitution

The Responsible Entity may modify the Constitution by way of a deed. The Responsible Entity cannot make any modification to the Constitution which would result in the Responsible Entity acquiring a beneficial interest in the income of the Fund. No modification to the Constitution will take effect until it is lodged with ASIC by the Responsible Entity.

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Duration of the Fund

The Fund terminates on the earlier of:

• 20 January 2066;

• the date specified by the Responsible Entity as the date of termination of the Fund in a notice given to Unitholders;

• two (2) months after a special resolution of Unitholders being passed resolving to wind up the Fund; or

• the date on which the Fund terminates in accordance any law.

The Constitution sets out the procedure for realisation and distribution of Fund assets upon termination.

Small holdings

In limited circumstances, the Responsible Entity may from time to time and in its discretion, sell or redeem any Units held which comprise less than a marketable parcel of Units as provided by the Listing Rules. The Responsible Entity can only exercise this power once in any 12-month period.

12.2 Complaints resolution

The Constitution contains procedures for complaints handling. In most cases, a complaint can be handled by contacting the Compliance Manager on (03) 9642 0655 or info@lowell.net.au .

If investors are dissatisfied with the response by the Compliance Manager, investors may lodge any complaints in relation to the Responsible Entity's conduct in its management or administration of the Fund, in writing to the Responsible Entity at the address shown on the inside front cover of this PDS.

If an investor is not satisfied with the response from the Responsible Entity, investors can complain to The Australian Financial Complaints Authority (AFCA) by telephone toll free within Australia on 1800 931 678 or by visiting the web-site www.afca.org.au/make-a-complaint .

12.3 Related party transactions and conflicts of interest

The Responsible Entity and the Investment Manager may use the services of related parties in the management of the Fund and pay fees for their services at arm’s length commercial rates.

From time to time, directors and employees of the Responsible Entity and the Investment Manager may hold units in the Fund.

All related party transactions are conducted on arm’s length normal commercial terms and conditions.

The Responsible Entity and the Investment Manager may be subject to conflicts of interest when performing their duties in relation to the Fund. Both the Responsible Entity and the Investment Manager have policies and procedures in place to appropriately manage these conflicts of interest.

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12.4 Interests and Remuneration of Directors

As at the date of this PDS one of the Directors holds a minor interest in Units or the Fund.

The fees and expenses of the Directors are paid by the Responsible Entity in its own right and will not be reimbursed out of the assets of the Fund.

12.5 Consents

To the extent that the PDS includes information about or statements by the Investment Manager or the Responsible Entity, or includes statements based on any statement of, information about or information provided by the Investment Manager or the Responsible Entity including but not only information about personnel of either or details of the investment approach, strategy and philosophy applicable to the Fund, the Investment Manager and the Responsible Entity have consented to such information and statements being included in the PDS, in the form and context in which it is included and have not withdrawn that consent at any time prior to lodgement of this PDS.

Each of the following parties has given and, before lodgement of this PDS with ASIC, has not withdrawn its written consent to be named as performing the below role in the form and context in which it is so named.

Role	Name
Responsible Entity	Cremorne Capital Limited
Investment Manager	Lowell Resources Funds Management Ltd
Unit Registry	Automic Pty Ltd
Fund Administrator	Lowell Accounting Services Pty Ltd

Each of the above parties has only been involved in the preparation of that part of the PDS where they are named. Except to the extent indicated above, none of the above parties have authorised or cause the issue of the PDS and takes no responsibility for its contents.

12.6 Legal proceedings

To the knowledge of the Directors, there is no material current, pending or threatened litigation with which the Responsible Entity of the Fund is directly or indirectly involved with.

12.7 ASX Announcements

The Responsible Entity may make announcements to ASX from time to time. Announcements are released by ASX on its website, www2.asx.com.au under the Fund’s ASX code “LRT” and copies of announcements can be obtained from the Responsible Entity upon request and are available at www.lowellresourcesfund.com.au/investor-centre/announcements.html. Existing Unitholders and prospective investors are advised to refer to ASX’s website for updated releases about events or matters affecting the Fund.

In making statements in this PDS, it is noted that the Fund is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

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12.8 Fees and costs information

As part of the disclosures of fees and costs required by ASIC, certain fees and costs information disclosed within this PDS are based upon the actual fees and costs incurred by the Fund from prior Financial Years. Such fees and costs information are not indicative of the fees and costs that you may actually incur for your investment.

12.9 Electronic PDS

The PDS may be viewed online at: www.cremornecapital.com/lrf-pds. Any person accessing the electronic version of this PDS, for the purpose of making an investment in the Fund, must only access the PDS from within Australia, or any jurisdiction outside Australia where the distribution of the electronic version of this PDS is not restricted by law.

Any eligible person may obtain a paper copy of this PDS by contacting Julie Edwards, Joint Company Secretary of the Responsible Entity on info@lowell.net.au .

12.10 No offer where Offer would be illegal

This PDS does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Offer or the Units in any jurisdiction outside Australia (or in New Zealand in respect of the Offer). The distribution of this PDS outside Australia or New Zealand may be restricted by law and persons who come into possession of this PDS outside Australia or New Zealand should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. An acceptance or application made by payment using an online application facility by BPay[®] or EFT, or return of an acceptance or Application Form or other method of acceptance or application or payment will be taken by the Responsible Entity to constitute a representation that there has been no breach of such requirements.

The Offer have not been, and will not be, registered under the US Securities Act and have not been made in the United States of America or to persons resident in the United States of America.

12.11 Anti-money laundering and counter terrorism financing

The AML Act and other applicable anti-money laundering and counter terrorism laws, regulations, rules and policies which apply to the Responsible Entity (AML Requirements), regulate financial services and transactions in a way that is designed to detect and prevent money laundering and terrorism financing. The AML Act is enforced by AUSTRAC. In order to comply with the AML Requirements, the Responsible Entity is required to, amongst other things:

• Verify an investor’s identity and the source of their application monies before providing services to them, and to re-identify them if they consider it necessary to do so; and

• Where an investor supplies documentation relating to the verification of their identity, keep a record of this documentation for 7 years.

The Responsible Entity and Fund Administrator as its agent (collectively, the Entities ) reserve the right to request such information as is necessary to verify the identity of an investor and the source of the payment. In the event of delay or failure by the investor to produce this information, the Entities, may refuse to accept an application and the application monies relating to such application or may suspend the payment of withdrawal proceeds if necessary to comply with AML Requirements applicable to them. Neither the Entities nor their delegates shall be liable to the

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investor for any loss suffered by the investor as a result of the rejection or delay of any subscription or payment of withdrawal proceeds.

The Entities have implemented a number of measures and controls to ensure they comply with their obligations under the AML Requirements, including carefully identifying and monitoring investors. As a result of the implementation of these measures and controls:

• Transactions may be delayed, blocked, frozen or refused where an Entity has reasonable grounds to believe that the transaction breaches the law or sanctions of Australia or any other country, including the AML Requirements;

• Where transactions are delayed, blocked, frozen or refused the Entities are not liable for any loss investors suffer (including consequential loss) caused by reason of any action taken or not taken by them as contemplated above, or as a result of their compliance with the AML Requirements as they apply to the Fund; and

• The Responsible Entity or Fund Administrator may from time to time require additional information from investors to assist it in this process.

The Entities have certain reporting obligations under the AML Requirements and are prevented from informing you that any such reporting has taken place. Where required by law, an entity may disclose the information gathered to regulatory or law enforcement agencies, including AUSTRAC. The Entities are not liable for any loss an investor may suffer as a result of their compliance with the AML Requirements.

12.12 Privacy

The Responsible Entity may collect personal information from you when you contact the Responsible Entity and from any other relevant forms to be able to administer your investment and comply with any relevant laws. If you do not provide us with your relevant personal information, the Responsible Entity may not be able to properly administer your investment.

Privacy laws apply to the handling of personal information and the Responsible Entity will collect, use and disclose your personal information in accordance with its privacy policy, which includes details about the following matters:

• the kinds of personal information the Responsible Entity collects and holds;

• how the Responsible Entity collects and holds personal information;

• the purposes for which the Responsible Entity collects, holds, uses and discloses personal information;

• how you may access personal information that the Responsible Entity holds about you and seek correction of such information (note that exceptions apply in some circumstances);

• how you may complain about a breach of the Australian Privacy Principles (APP), or a registered APP code (if any) that binds the Responsible Entity, and how the Responsible Entity will deal with such a complaint; and

• whether the Responsible Entity is likely to disclose personal information to overseas recipients and, if so, the countries in which such recipients are likely to be located if it is practicable for the Responsible Entity to specify those countries.

Your personal information in relation to your Unitholding will be dealt with in accordance with the privacy policy of the Registry. A copy of the Registry’s privacy policy is publicly available at its website at www.automic.com.au .

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The Investment Manager may also collect, use and disclose your personal information, including personal information provided to the Investment Manager by the Responsible Entity, for investor relations purposes in accordance with its privacy policy. A copy of the Investment Manager’s privacy policy is publicly available at

www.lowellresourcesfundsmanagement.com.au/privacy-policy.html .

12.13 Diagrams and images

Diagrams and images used in this PDS are illustrative only.

12.14 Websites

Any references to documents included on the Responsible Entity’s or Investment Manager’s websites (if any) are provided for convenience only, and none of the documents or other information on those websites is incorporated by reference into this PDS.

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13. GLOSSARY

13.1 Defined Words and Phrases

In this PDS these words and phrases have the following meaning unless the contrary intention appears:

Act means the Corporations Act 2001 (Cth).

AFS means Australian financial services.

AFSL means an Australian financial service licence.

ASIC means the Australian Securities and Investments Commission or any regulatory body which replaces it or performs its functions.

Assets means all the property, rights and income of the Fund, but not application money or property in respect of which Units have not yet been issued.

Associate has the meaning given to that term in Division 2 of Part 1.2 of the Act.

ASX means ASX Limited [ACN 008 624 691] and/or the financial market known as ASX, as applicable.

Board means the board of directors of the Responsible Entity.

Business Day has the meaning given to that term as it appears in Chapter 19 of the ASX Listing Rules.

CHESS means the clearing house electronic sub-register system as defined in the ASX Settlement Operating Rules.

Compliance Committee means the compliance committee established by the Responsible Entity in connection with the Fund.

Constitution means the constitution of the Fund from time to time.

Custodian means the custodian appointed by the Responsible Entity to hold all or part of the Portfolio from time to time, currently Equity Trustees Limited (named for the purposes of identification only).

Director means a director of the Responsible Entity.

ESG means “environmental, social and governance”.

Fund means the Lowell Resources Fund [ARSN 093 363 986].

Fund Administrator means Lowell Accounting Services Pty Ltd [ACN 050 193 390].

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GST means Goods and Services Tax.

IMA or Investment Management Agreement means the investment management agreement entered into between the Responsible Entity and the Investment Manager on 10 November 2017 as varied to the date of this PDS.

Investment means an investment for the time being forming part of or comprised in the Portfolio.

Investment Manager means the investment manager of the Fund, Lowell Resources Funds Management Ltd [ACN 006 769 982].

Listing Rules means the listing rules of ASX.

NAV or Net Asset Value means the value of the Assets calculated in accordance with the Constitution less the liabilities of the Fund.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Performance Period means a six month period ending on either 31 December or 30 June.

PDS means this Product Disclosure Statement.

Portfolio means all monies (including cash), investments, additions or borrowings which may from time to time be paid or held by the Responsible Entity or the Investment Manager or the Custodian on behalf of the Fund (whether or not pending investment) and any investments for the time being representing them, any income derived from them and any capital accretions to them regardless of how they arise.

Register means the register of Unitholders kept by the Responsible Entity under the Act.

Registry has the same meaning as Unit Registry.

Relevant Interest has the meaning given to that term in section 608 of the Act.

Responsible Entity means Cremorne Capital Limited [ACN 006 844 588] in its capacity as the responsible entity of the Fund.

Tax means all kinds of taxes, duties, imposts, deductions and charges imposed by a government, together with interest and penalties.

Total Gross Investments means the value of all the investments and other Assets (including cash) forming part of the Fund (before subtraction of fees and other liabilities).

Unit means an undivided share in the beneficial interest in the Fund as provided in the Constitution.

Unit Registry means Automic Pty Ltd [ACN 152 260 814].

Unitholder means a unitholder of the Fund, from time to time.

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Value of the Portfolio means, at any date that such value is required to be ascertained, the gross (before subtraction of fees and other liabilities) value of the Investments and Assets (including cash) of the Fund.

13.2 Currency

References in this PDS to currency are to Australian dollars unless otherwise indicated.

13.3 Time

All references to time in this PDS refer to the local time in Melbourne, Victoria, Australia unless stated otherwise.

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16. DIRECTORY

Responsible Entity Cremorne Capital Limited

8 Chapel Street Richmond VIC 3121 AFS Licence No 241175 Tel: (03) 9665 2499

Investment Manager Lowell Resources Funds Management Limited

Custodian*

Equity Trustees Limited Level 2, 575 Bourke Street Melbourne VIC 3000

Unit Registry Automic Pty Ltd Level 5, 126 Phillip Street Sydney NSW 2000

Level 6, 412 Collins Street Melbourne VIC 3000 AFS Licence No 345674 Tel: (03) 9642 0655

Fund Administrator

Lowell Accounting Services Pty Ltd Level 6, 412 Collins Street Melbourne VIC 3000 Tel: (03) 9642 0655

Auditor*

Nexia Melbourne Audit Pty Ltd Level 35, 600 Bourke Street Melbourne VIC 3000

* Named for information purposes only.

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