PC GOLD LTD — Capital/Financing Update 2025

Oct 16, 2025

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PRE-QUOTATION DISCLOSURE

PC Gold Ltd (ASX: PC2) ( Company ) makes the following disclosures in accordance with ASX’s listing conditions. Capitalised terms not otherwise defined have the meaning given in the Company's prospectus dated 13 August 2025 (as supplemented on 10 September 2025) ( Prospectus ).

1. Completion of Offers and issuance of Securities

The Company is pleased to announce it raised $13,350,000 (before costs) under the IPO Offer.

The Company confirms that it has closed the Offers under the Prospectus and completed the issue of:

• (a) 53,400,000 Shares under the IPO Offer at an issue price of $0.25 per Share;

• (b) 13,909,210 Shares under the Convertible Note Conversion Offer;

• (c) 18,400,000 Shares under the Consideration Offer;

• (d) 7,000,000 Performance Rights under the Employee Offer (1,700,000 of which have subsequently been converted into Shares on conversion of tranche 1 of the Performance Rights); and

• (e) 1,700,000 Shares on conversion of the tranche 1 of the Performance Rights.

2. Capital structure

On admission to the Official List of ASX, the Company’s capital structure will be as follows:

Securities	Number
Shares	274,030,960
Performance Rights	5,300,000

3. Restricted Securities

The following table provides the number of Securities subject to ASX restrictions and the restriction period applied to those Securities:

Restricted Securities	Number	Restriction period
Shares	114,197,606	24 months from the date Company’s Shares commence quotation.

U38/460 Stirling Hwy, Peppermint Grove WA 6011 Australia e. admin@pcgold.com.au t. 08 6313 3996

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Shares	171,075	Until 31 March 2026, being 12 months from the date of issue.
Performance Rights	1,320,000	24 months from the date Company’s Shares commence quotation.

4. Confirmation of no impediments

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to it entering on to the sites associated with the Spring Hill Project and carrying out exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of satisfying Listing Rule 1.3.2(b).

5. Employee Offer

The Company confirms the following in relation to the Employee Offer:

• (a) the Company has issued 7,000,000 Performance Rights (1,700,000 of which have subsequently been converted into Shares on conversion of tranche 1 of the Performance Rights) as follows:

Holder	Tranche 1	Tranche 2	Tranche 3	Tranche 4	Total
John Lewis (Non-Executive Director and Company Secretary)	200,000	300,000	250,000	110,000	860,000
Sean Church (Chief Operating Officer)	1,100,000	800,000	900,000	550,000	3,350,000
Peter Harris (General Manager of Exploration and Chief Geologist)	200,000	800,000	600,000	330,000	1,930,000
Geoff Eupene (consultant)	200,000	300,000	250,000	110,000	860,000
Total	1,700,000	2,200,000	2,000,000	1,100,000	7,000,000

• (b) the Company has issued a total of 1,700,000 Shares upon conversion of tranche 1 of the Performance Rights as follows:

• (i) 200,000 Shares to John Lewis;

• (ii) 1,100,000 Shares to Sean Church;

• (iii) 200,000 Shares to Peter Harris; and

• (iv) 200,000 Shares to Geoff Eupene.

6. Waivers

ASX has granted the Company the waiver and confirmations in Annexure A.

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7. Statement of commitments

The Company’s use of funds for the 24-month period post-Admission based on the amount raised under the Prospectus is set out in Annexure B.

8. Pro forma statement of financial position

The Company’s pro forma statement of financial position based on the amount raised under the Prospectus is set out in Annexure C.

9. RIVI Royalty Deed

In connection with the application for admission to the Official List, ASX confirmed to the Company that any payments made to the RIVI Group must be in the form of restricted securities in accordance with ASX Listing Rule 1.1, Condition 11.

As a result, the Company entered into a deed of variation with RIVI amending the terms of the Company’s buy-back right under the RIVI Royalty Deed as follows:

• (a) the Option Fee of $750,000 that is payable by the Company within 5 Business Days of the date that is 26 months after the date the Company is admitted to the Official List, will be satisfied by the issuance of 3,000,000 Shares to RIVI;

• (b) the payment of the Exercise Fee must be satisfied by the Company issuing the number of Shares to RIVI to the value of $24,000,000 calculated using a deemed issue price equal to the lower of $0.50 and the 90-day volume weighted average price of Shares prior to the date of exercise; and

• (c) all Shares issued to RIVI will be subject to ASX mandatory escrow provisions under the ASX Listing Rules (comprising 24 months escrow commencing on the date of commencement of official quotation of the Company’s Shares) and any required regulatory or shareholder approvals of the Company.

If the Company exercises the Option to buy-back 2% of the RIVI Royalty (reducing the RIVI Royalty to 3%), the Company would likely be required to obtain Shareholder approval pursuant to Listing Rule 10.1 and item 7, section 611 of the Corporations Act, as a result of RIVI’s current substantial holding in the Company and the number of Shares that would be required to be issued to satisfy the Exercise Fee.

By order of the Board

Ashley Pattison Executive Chairman and Chief Executive Officer

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Annexure A – Waiver

Listing Rule 1.1, Condition 12 – Waiver

The Company advises that it has been granted a waiver from ASX Listing Rule 1.1, Condition 12 in connection with its admission to the official list of ASX ( Admission ).

Background and reasons for the Waiver

On 30 May 2025, the Company applied to ASX for a waiver from Listing Rule 1.1, Condition 12, which ordinarily requires that all performance securities on issue at the time of Admission have an exercise price of at least 20 cents.

Under the Prospectus, the Company offered a total of 7,000,000 performance rights ( Performance Rights ) to certain eligible employees and consultants ( Recipients ). These Performance Rights have an exercise price of less than 20 cents and are subject to performance-based milestones aligned with the Company’s business and strategic objectives. It is noted that 1,700,000 tranche 1 Performance Rights are vesting upon Admission.

The purpose of issuing the Performance Rights is to:

• attract and retain high-calibre executives, directors, and consultants with industry experience;

• align the interests of the Recipients with those of shareholders;

• provide performance-based incentives linked to the creation of shareholder value;

• encourage a long-term focus on Company objectives; and

• conserve the Company’s cash reserves.

The Board considers that the grant of the Performance Rights is a cost-effective and performance-aligned remuneration tool. Without the waiver, the Company would need to renegotiate engagement terms with the Recipients, potentially requiring increased fixed remuneration and the use of additional cash resources.

Nature of the Waiver

ASX granted the Company a waiver from Listing Rule 1.1, Condition 12 to the extent necessary to have on issue 5,300,000 Performance Rights on condition that:

• (a) the full terms and conditions of the Performance Rights are clearly disclosed in the Company’s Prospectus (which have been at Section 8.2 of the Prospectus); and

• (b) the Company discloses the nature and effect of the waiver and the Company’s reasons for seeking the waiver as pre-quotation disclosure (as provided in this announcement).

Effect of the Waiver

The effect of the waiver is that the Company may have 5,300,000 Performance Rights on issue at the time of Admission with an exercise price of less than 20 cents, notwithstanding the requirements of Listing Rule 1.1, Condition 12. The waiver facilitates the Company’s intended equity-based incentive structure without requiring amendments to the terms of the Performance Rights or alternative cash-based remuneration arrangements.

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Listing Rule 6.1 – Confirmation

The Company applied to ASX for confirmation that the terms of the Performance Rights are appropriate and equitable for the purposes of ASX Listing Rule 6.1.

ASX confirmed that the terms of the Performance Rights are appropriate and equitable for the purposes of Listing Rule 6.1, subject to the conditions set out below.

1. The Prospectus contains disclosure of each of the matters set out in Section 8.3 of the Prospectus.

2. The full terms and conditions of the Performance Rights are clearly disclosed in the Prospectus (see Section 8.2 of the Prospectus).

3. The Company makes an announcement immediately upon the satisfaction of each of the vesting condition, on the conversion of any of the Performance Rights and the expiry of any of the Performance Rights (as applicable).

4. The terms and conditions of the Performance Rights, including without limitation the vesting condition that has to be satisfied before each Performance Right converts into a Share, are not to be changed without the prior approval of ASX and Shareholders.

5. Upon conversion of the Performance Rights into Shares, the Company will apply to the ASX for quotation of the Shares within the requisite time period.

6. The Company discloses the following in each annual report issued by the Company in respect of any period during which any of the Performance Rights remain on issue or were converted or cancelled:

7. (a) the number of Performance Rights on issue during the relevant period;

8. (b) a summary of the terms and conditions of the Performance Rights, including without limitation the number of Shares into which they are convertible and the relevant vesting condition;

9. (c) whether any of the Performance Rights were converted or cancelled during that period; and

10. (d) whether the relevant milestone was met during the period.

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Annexure B – Statement of commitments

The following table shows the intended use of funds in the two-year period following Admission, based on the total amount raised under the Prospectus, being $13,350,000 (before costs).

Use of funds		Amount raised 13.35m ($)	Amount raised 13.35m ($)
	Year 1	Year 2	Total	%
Exploration and development	3,887,000	3,238,500	7,125,500	53.4%
Feasibility expenditure	500,000	1,200,000	1,700,000	12.7%
Directors’ and Management fees	907,120	907,120	1,814,240	13.6%
Costs of the Offers	1,362,213	-	1,362,213	10.2%
Working Capital	735,883	612,164	1,348,047	10.1%
Total	7,392,216	5,957,784	13,350,000	100.0%

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Annexure C – Pro forma Statement of Financial Position

The Company’s Pro Forma Statement of Financial Position based on the amount raised under the Prospectus is set out below (refer to Section 5 of the Prospectus for further information regarding the financial position of the Company).

	Audited as at 30 June 2025 Pro-forma Adjustment ($) Proforma Balance Sheet ($)
	$ 1,408,127 10,889,447 12,297,574 43,281 43,281 107,164 107,164
	1,558,572 10,889,447 12,448,019
	16,502,933 1,791,777 18,294,710 58,919 58,919 3,753 3,753
	16,565,605 1,791,777 18,357,382
	18,124,177 12,681,224 30,805,401
	757,740 1,032,401 1,790,141 7,389,729 -7,389,729 0 38,611 38,611
	8,186,080 -6,357,328 1,828,752
	- 27,279 0 27,279
	27,279 0 27,279
	8,213,359 -6,357,328 1,856,031

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Equity Issued capital Reserves Accumulated Loss Total equity	12,875,933 19,794,629 32,670,562 731,250 731,250 -2,965,115 -1,487,327 -4,452,442
	9,910,818 19,038,552 28,949,370