RAMELIUS RESOURCES LIMITED — M&A Activity 2025

Jul 22, 2025

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23 July 2025
ISSUED CAPITAL
Ordinary Shares: 1,159M
DIRECTORS
NON-EXECUTIVE CHAIR:
Bob Vassie
MANAGING DIRECTOR:
Mark Zeptner
NON-EXECUTIVE DIRECTORS:
David Southam
Natalia Streltsova
Fiona Murdoch
Colin Moorhead
COMPANY SECRETARY:
Richard Jones
www.rameliusresources.com.au
RAMELIUS RESOURCES LIMITED
Registered Office
Level 13, 58 Mounts Bay Road
Perth, WA 6000
Tel +61 8 9202 1127
PO Box 2714
Cloisters Square PO WA 6850
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SCHEME EFFECTIVE AND WITHDRAWAL OF TAKEOVER BID

As announced by Spartan Resources Limited (ASX: SPR) ( Spartan ) to ASX on 21 July 2025, the Supreme Court of Western Australia ( Court ) has made orders approving the proposed scheme of arrangement between Spartan and its shareholders ( Scheme ).

Spartan has lodged an office copy of the orders of the Court with the Australian Securities and Investments Commission ( ASIC ) on 22 July 2025. Accordingly, the Scheme became legally effective yesterday, 22 July 2025.

In light of the Scheme becoming legally effective, Ramelius Resources Limited (ASX: RMS) ( Ramelius ) has today obtained the consent of ASIC pursuant to section 652B of the Corporations Act 2001 (Cth) ( Corporations Act ) to withdraw its fall back conditional offmarket takeover bid to acquire all of the shares in Spartan ( Takeover Bid ). A formal notice under which Ramelius withdraws its Takeover Bid, is attached to this announcement ( Notice ).

A copy of the Notice was lodged with ASIC and sent to Spartan today.

NEXT STEPS

In accordance with section 5.12 of the transaction booklet dated 4 June 2025, all contracts arising from acceptance of the Takeover Bid at the time of the withdrawal of the Takeover Bid are void. All unaccepted offers under the Takeover Bid are withdrawn in accordance with section 652B of the Corporations Act.

It is expected that implementation of the Scheme will occur on 31 July 2025, at which time Spartan shareholders will have their Spartan shares acquired under the terms of the Scheme.

If you have any questions, please call the Spartan Shareholder Information Line* on 1300 103 510 (within Australia) or +61 2 9066 4082 (from outside of Australia), Monday to Friday (excluding public holidays) between 8.30am and 5.00pm (AWST).

*Calls to these numbers may be recorded.

This ASX announcement was authorised for release by the Company Secretary of Ramelius

RAMELIUS RESOURCES LIMITED (ABN 51 001 717 540)

NOTICE OF WITHDRAWAL OF TAKEOVER BID

To Australian Securities & Investments Commission ( ASIC ) Spartan Resources Limited (ABN 57 139 522 900) ( Spartan ) ASX Limited ( ASX )

1. WITHDRAWAL OF TAKEOVER BID

This notice is given by Ramelius Resources Limited (ABN 51 001 717 540) ( Ramelius ) in respect of the offer dated 11 June 2025 made by Ramelius to acquire all of the ordinary shares in Spartan by way of a conditional off-market takeover bid ( Offer ).

Ramelius gives notice that it has obtained consent from ASIC pursuant to section 652B of the Corporations Act 2001 (Cth) ( Corporations Act ) to withdraw all unaccepted offers under the Offer.

ASIC’s consent is conditional on Ramelius preparing this notice and giving it to ASIC, Spartan and ASX. Accordingly, Ramelius hereby gives notice pursuant to section 652B of the Corporations Act and section 5.12 of the transaction booklet dated 4 June 2025 which contained Ramelius’ bidder’s statement, that it withdraws all unaccepted offers under the Offer effective as at 5.00pm (AWST) on 23 July 2025.

2. EFFECT OF WITHDRAWAL

The effect of the withdrawal of the Offer is that no acceptances will be processed by Ramelius and no consideration will be paid to any Spartan shareholders in connection with the Offer.

Spartan shareholders will have their Spartan shares acquired pursuant to the terms of the scheme of arrangement, approved by Spartan shareholders on 11 July 2025.

3. LODGEMENT WITH ASIC

A copy of this notice was lodged with ASIC on 23 July 2025. ASIC takes no responsibility for the contents of this notice.

Dated 23 July 2025

Signed for and on behalf of Ramelius Resources Limited by:

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Mark Zeptner

Managing Director Ramelius Resources Limited

23 July 2025