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RAMELIUS RESOURCES LIMITED M&A Activity 2025

Jun 10, 2025

65718_rns_2025-06-10_cbea356e-02c4-45d9-ad4c-4b317dfbf3b3.pdf

M&A Activity

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11 June 2025

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ASX ANNOUNCEMENT

DISPATCH OF TRANSACTION BOOKLET

Spartan Resources Limited ( Spartan or Company ) (ASX: SPR) would like to provide an update in relation to the proposed acquisition by Ramelius Resources Limited ( Ramelius ) (ASX: RMS) of all the issued shares of Spartan by way of a scheme of arrangement ( Scheme ) or fall-back conditional offmarket takeover offer ( Takeover Offer ) for $0.25 cash and 0.6957 new Ramelius shares per Spartan share (together, the Transaction ).

Spartan advises that it has completed dispatch of the transaction booklet in relation to the Transaction ( Transaction Booklet ). Ramelius has authorised Spartan to notify the ASX for the purposes of item 8 of section 633(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) that despatch of the Transaction Booklet, which includes the bidder’s statement in relation to the Takeover Offer and contains an offer dated 11 June 2025 to all persons registered as the holder of ordinary shares in Spartan in the register of Spartan shareholders as at 5.00pm AWST on 4 June 2025,[1] has been completed today as required by item 6 of section 633(1) of the Corporations Act.

The Transaction Booklet, which was released to the ASX on 4 June 2025, provides Spartan shareholders with important information relating to the Transaction, including the Independent Expert’s Report, the notice of Scheme meeting, information about how to vote at the Scheme meeting and information about how to accept the Takeover Offer. Spartan shareholders should read the Transaction Booklet in its entirety before taking any action in relation to the Transaction, and should contact their financial, legal, tax or other professional adviser if they are in any doubt about how to deal with the Transaction Booklet.

Spartan shareholders who have elected to receive:

  • electronic communications should have received, or should shortly receive, a notice of access letter via email containing instructions about how to view and download a copy of the Transaction Booklet, how to lodge their vote by proxy for the Scheme meeting online and how to accept the Takeover Offer online; or

  • communications via post will receive a printed copy of the Transaction Booklet, together with a personalised proxy form for the Scheme meeting and a personalised takeover acceptance form.

All other Spartan shareholders will receive a notice of access letter containing instructions about how to view and download a copy of the Transaction Booklet, together with a personalised proxy form for the Scheme meeting and a personalised takeover acceptance form.

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

Spartan Board recommendation

The Spartan Board continues to unanimously recommend that Spartan shareholders support the Transaction by:

1 This is the date set by Ramelius under section 633(2) of the Corporations Act.

Spartan Resources ABN 57 139 522 900 PO Box 1449 West Perth WA 6872

Level 1, 87 Colin Street, West Perth, Western Australia 6005 P: +61 8 9481 3434 E: [email protected] W: spartanresources.com.au

  • voting in favour of the Scheme, subject to there being no Spartan superior proposal and the independent expert continuing to conclude that the Scheme is in the best interests of Spartan shareholders; and

  • accepting the Takeover Offer, but only if the Scheme fails or is terminated in accordance with the transaction implementation deed in relation to the Transaction ( TID ), subject to there being no Spartan superior proposal and the independent expert continuing to conclude that the Takeover Offer is fair and reasonable.

Subject to the same qualifications, each member of the Spartan Board intends to:

  • vote all the Spartan shares in which they have a relevant interest in favour of the Scheme; and

  • • accept the Takeover Offer for all the Spartan shares in which they have a relevant interest within 5 business days of either the Scheme failing or being terminated in accordance with the TID.

Indicative timetable

An indicative timetable for the Transaction is provided below.

Event Date
Takeover Offer period commences 11 June 2025
Deadline for receipt of completed proxy forms by the Spartan share registryfor the Scheme meeting 10.00am AWST on 9 July 2025
Eligibility of Spartan shareholders to vote at the Scheme meeting 5.00pm AWST on 9 July 2025
Scheme meeting 10.00am AWST on 11 July 2025
If the Scheme is approved by eligible Spartan shareholders at the Scheme meeting
Second court hearing (for approval of the Scheme)10.00am AWST on 21 July 2025
Deadline for receipt of opt-in notices and withdrawal forms from unmarketableparcel shareholders for the Scheme21 July 2025
Effective date (of the Scheme)22 July 2025
If the Scheme is approved by the Court and becomes effective
Last trading of Spartan shares on the ASX22 July 2025
Scheme record dateAll Spartan shareholders (other than excluded shareholders) who holdSpartan shares at this time and date will be entitled to receive the Schemeconsideration5.00pm AWST on 24 July 2025
Implementation dateAll Scheme shareholders will be transferred the Scheme consideration towhich they are entitled and the Scheme shares will be transferred toRamelius31 July 2025
If the Scheme fails or is terminated in accordance with the TID
Takeover Offer period closes (unless extended or withdrawn)5.00pm AWST on 18 August 2025

All times and dates set out above are indicative only. The actual timetable will depend on many factors outside the control of Spartan and Ramelius, including the Court approval process and the satisfaction or waiver of the Scheme conditions. Any changes to the above timetable will be announced to the ASX.

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Authorisation

This announcement has been authorised for release by the Board of Spartan Resources Limited.

For further information, please contact:

Investor inquiries: Simon Lawson Executive Chairman +61 8 9481 3434

Media inquiries: Read Corporate Nicholas Read +61 8 9388 1474

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