RESOLUTION MINERALS LTD - Capital/Financing Update 2026

RESOLUTION MINERALS LTD ACN 617 789 732

OPTIONS PROSPECTUS

For offers of New Options in accordance with Section 2.1 of this Prospectus.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the New Options being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

The New Options offered by this Prospectus should be considered as highly speculative.

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I M P O R T A N T N O TI C E

This Prospectus is dated 27 February 2026 and was lodged with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No New Options may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The New Options offered by this Prospectus should be considered as highly speculative.

Applications for New Options offered pursuant to this Prospectus can only be submitted on an original Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult.

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for New Options under this Prospectus to determine whether it meets your objectives, financial situation and needs.

Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ 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 regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important

factors, many of which are beyond the control of the Company, the Directors and the Company’s management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention 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 Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5.

Applicants outside Australia

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer of New Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus.

Accordingly, the Offers are not being extended and New Options will not be issued to Applicants with a registered address which is outside of the Permitted Jurisdictions.

For further information on overseas Shareholders please refer to Section 2.9.

Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the New Options.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Please refer to Section 6.2 for further details.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.resolutionminerals.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must you must reside in a Permitted Jurisdiction.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on + 61 3 6153 0217 during office hours or by emailing the Company at [email protected].

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Company Website

No documents or other information available on the Company’s website is incorporated into this Prospectus by reference.

Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Clearing House Electronic Sub-Register System (CHESS)

and Issuer Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of New Options issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

Definitions and Time

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 8.

All references to time in this Prospectus are references to Australian Central Standard Time.

Privacy statement

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the Application for New Options, the Company may not be able to accept or process your Application.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offers or how to accept the Offers please call the Company Secretary on + 61 3 6153 0217.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper

C O R PO R A TE D IR EC TO R Y

Directors

Aharon Zaetz Executive Director

Menachem Rogatsky Executive Director

Syed Alsagoff Non-Executive Director

Company Secretary and CFO

Jarek Kopias

Share Registry*

Automic Group Level 5, 191 St Georges Terrace PERTH WA 6000

Telephone: 1300 288 664

Legal Advisers

Steinepreis Paganin Level 14, QV1 Building 250 St Georges Terrace PERTH WA 6000

Registered Office

Level 21, 91 King William Street ADELAIDE SA 5000 Telephone: + 61 3 6153 0217

Email: [email protected] Website: www.resolutionminerals.com

**Auditor[*]**

Grant Thornton Audit Pty Ltd Level 3, 170 Frome Road ADELAIDE SA 5000

*These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus.

iii

T A B L E OF C O N T E N TS	T A B L E OF C O N T E N TS
1.	DETAILS OF THE OFFERS .................................................................................................................. 1
2.	BACKGROUND TO THE OFFERS ..................................................................................................... 2
3.	PURPOSE AND EFFECT OF THE OFFERS .......................................................................................... 7
4.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................................... 9
5.	RISK FACTORS ............................................................................................................................... 12
6.	ADDITIONAL INFORMATION ........................................................................................................ 18
7.	DIRECTORS’ AUTHORISATION ...................................................................................................... 26
8.	GLOSSARY .................................................................................................................................... 27

1. DETAILS OF THE OFFERS

1.1 Indicative Timetable

ACTION	DATE
Lodgement of Prospectus with the ASIC and ASX	27 February 2026
Opening Date	27 February 2026
Closing Date*	3 March 2026

*These dates are indicative only and may change without notice. The Directors reserve the right to extend the Closing Date at any time after the Opening Date without notice.

1.2 Key Risk Factors

Prospective investors should be aware that subscribing for New Options involves a number of risks and an investment in the Company should be considered as highly speculative. The future performance of the Company and the value of the New Options may be influenced by a range of factors, many of which are largely beyond the control of the Company and the Directors. The key risks associated with the Company’s business, the industry in which it operates and general risks applicable to all investments in listed securities and financial markets generally are set out in Section 5.

2. BACKGROUND TO THE OFFERS

2.1 Overview of the Offers

This Prospectus includes offers of up 259,346,800 New Options in aggregate, comprising the offers of up to:

(a) 118,346,800 New Options to the Placement Participants;
(b) 35,000,000 New Options to Remington Vendors (or their nominees); and
(c) 106,000,000 New Options to Oakley Capital (or its nominees),

(together, the Offers ).

2.2 Background to the Offers

On 29 October 2025, the Company released its Notice of Annual General Meeting ( NOM ) and Addendum ( Addendum ) which, together, seek Shareholder approval for the issue of an aggregate of 420,495,000 Options, each with an exercise price of $0.10 and expiring on 30 November 2029 ( New Options ), to a number of recipients for different corporate, transactional and capital-raising purposes.

A portion of the New Options the subject of the NOM and Addendum will be issued pursuant to this Prospectus so that trading in any Shares issued upon exercise of those New Options may occur without additional disclosure.

The Company previously issued 159,148,200 Options in the same class as the New Options pursuant to a prospectus dated 23 December 2025.

The parties that are being offered New Options under this Prospectus are described below (together, the Eligible Participants ) (or their nominees).

(a) Placement Participants

In September 2025, the Company announced that it had received firm commitments regarding a placement of Shares to sophisticated and professional investors that are unrelated parties ( Placement Participants ) to the Company to raise up to $25,300,000 (before costs) ( Placement ).

Under the Placement, Participants were entitled to receive one free-attaching New Option for every two Shares subscribed for and issued.

The Company received Shareholder approval at the annual general meeting held on 28 November 2025 ( Annual General Meeting ) to issue up to 251,000,000 New Options to the Placement Participants.

The Company intends to issue 118,346,800 New Options to the Placement Participants pursuant to this Prospectus.

(b) Remington Acquisition

On 31 October 2025, the Company announced that it had entered into a binding agreement to acquire 100% of the shares in Remington Capital Corporation (an entity incorporated in Canada) ( Remington ), which has an option to acquire the Johnson Creek Tungsten & Antimony Mill and Antimony Camp properties ( Properties ) ( Remington Option ).

In consideration for the acquisition of all of the shares in Remington from the current shareholders of Remington ( Remington Vendors ), the Company has agreed to:

(i) reimburse the Remington Vendors (or its nominees) US$50,000 in relation to a deposit paid in respect of the Remington Option; and

(ii) subject to exercise of the Remington Option:

(A) pay the Remington Vendors (or their nominees) US$1,150,000 ( Cash Consideration ); and

(B) issue the Remington Vendors (or their nominees) 70,000,000 Shares ( Consideration Shares ) and 35,000,000 New Options.

One third of the Consideration Shares and New Options to be issued to the Remington Vendors (or their nominees) will be freely trading, one third will be subject to a three-month holding lock and one third will be subject to a six month holding lock from completion.

The Company received Shareholder approval at the Annual General Meeting to issue up to 35,000,000 New Options to the Remington Vendors (or their nominees).

The Company intends to issue 35,000,000 New Options to the Remington Vendors (or their nominees) pursuant to this Prospectus.

Further information in relation to the acquisition of 100% of the issued capital of Remington ( Remington Acquisition ) is set out in the ASX announcement released on 31 October 2025.

(c) Oakley Capital

The Company has received Shareholder approval at the Annual General Meeting to issue up to 106,000,000 New Options to Oakley Capital (or its nominees) in part consideration for services provided in connection with the activities outlined below.

(i) Tribeca placement

The Company engaged Oakley Capital as lead manager to the $2,000,000 placement pursuant to which Tribeca Investment Partners committed to subscribe for 25,000,000 shares at $0.08 per Share. As part of the fees payable, the Company agreed to issue Oakley Capital (or its nominees) 12,500,000 New Options.

Along with these New Options, Oakley Capital was paid a cash fee that was equal to 6% of the funds raised under the Placement.

(ii) Placement

The Company engaged Oakley Capital as lead manager to the Placement (as defined above). As part of the fees payable, the Company agreed to issue Oakley Capital (or its nominees) 90,000,000 New Options.

Along with these New Options, Oakley Capital was paid a cash fee that was equal to 6% of the funds raised under the Placement, and was issued 9,000,000 Shares.

(iii) Remington Acquisition

Oakley Capital facilitated the Remington Acquisition. The Company has agreed to pay a facilitation fee of 10% to Oakley Capital (or its nominees), payable in part through the issue of 3,500,000 New Options.

In addition to these New Options, the Company has received shareholder approval to issue Oakley Capital a further 7,000,000 Shares in consideration for their services in connection with the Remington Acquisition.

Further information in relation to the agreements to issue to the New Options to Oakley Capital are set out in the Notice of Meeting and the Addendum.

The Company intends to offer 106,000,000 New Options to Oakley Capital under this Prospectus.

2.3 The Offers

This Prospectus includes offers of up to 259,346,800 New Options, each exercisable at $0.10 and expiring on 30 November 2029.

Consistent with the approvals sought and obtained at the Annual General Meeting, the New Options will be issued for nil monetary consideration to the Eligible Participants (or their nominees) on the basis described in Section 2.2.

The New Options offered under this Prospectus will only be issued to the Eligible Participants (or their nominee/s). Application Forms in respect of the Offers will only be provided by the Company to the Eligible Participants.

All New Options offered under this Prospectus will be issued on the terms and conditions set out in Section 4.2 of this Prospectus.

Any Shares issued upon the future exercise of the New Options offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.1 for further information regarding the rights and liabilities attaching to Shares.

The New Options noted above are being offered pursuant to this Prospectus for nil consideration. However, if all 259,346,800 New Options offered under this Prospectus are exercised, the Company will receive aggregate proceeds of $25,934,680.

2.4 Minimum subscription

There is no minimum subscription.

2.5 Oversubscriptions

No oversubscriptions will be accepted by the Company.

2.6 Underwriting

The Offers are not underwritten.

2.7 ASX listing

Application for Official Quotation of the New Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If the New Options are not admitted to Official Quotation by ASX before the expiration of three months after the date of this Prospectus, or such period as varied by ASIC, the Company will not issue any New Options under the Offers and will refund all application monies received under the Offers.

The fact that ASX may grant Official Quotation to the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options now offered for subscription.

2.8 Issue of New Options

New Options issued pursuant to the Offers will be issued in accordance with the ASX Listing Rules and the indicative timetable set out at Section 1.1.

Holding statements for the New Options issued under the Offers will be mailed as soon as practicable after the issue of the New Options.

2.9 Overseas shareholders

The Offers do not, and are not intended to, constitute offers in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Eligible Participants, the number and value of New Options these Eligible Participants would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offers are not being extended and New Options will not be issued to Eligible Participants

with a registered address which is outside Australia, British Columbia and the United Arab Emirates (the Permitted Jurisdictions ).

British Columbia

This document constitutes an offering of New Options only in the Province of British Columbia (the Province ), only to persons to whom New Options may be lawfully distributed in the Province, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Province. This document may only be distributed in the Province to investors that are both (i) “accredited investors” (as defined in National Instrument 45-106 - Prospectus Exemptions) and (ii) “permitted clients” (as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations).

No securities commission or authority in the Province has reviewed or in any way passed upon this document, the merits of the New Options or the offering of such securities and any representation to the contrary is an offence. No prospectus has been, or will be, filed in the Province with respect to the offering of New Options or the resale of such securities. Any person in the Province lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Options in the Province must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Options.

The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.

Statutory rights of action for damages and rescission

Securities legislation in the Province may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser.

Certain Canadian income tax considerations

Prospective purchasers of the New Options should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Options as there are Canadian tax implications for investors in the Province.

United Arab Emirates

This Prospectus does not constitute a public offer of securities in the United Arab Emirates ( UAE ) and the New Options may not be offered or sold, directly or indirectly, to the public in the UAE. Neither this Prospectus nor the New Options have been approved by the Securities and Commodities Authority ( SCA ) or any other authority in the UAE.

No marketing of the New Options has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities may be consummated within the UAE. This Prospectus may be distributed in the UAE only to “professional investors” (as defined in the SCA Board of Directors’ Decision No.13/RM of 2021, as amended).

No offer of New Options will be made to, and no subscription for New Options will be permitted from, any person in the Abu Dhabi Global Market or the Dubai International Financial Centre.

2.10 Enquiries

Any questions concerning the Offers should be directed to Jarek Kopias, Company Secretary on + 61 3 6153 0217 during office hours or by emailing the Company at [email protected].

3. PURPOSE AND EFFECT OF THE OFFERS

3.1 Purpose of the Offers

The principal effect of the Offers, assuming all New Options offered under the Prospectus are subscribed for and issued, will be to:

(a) increase the total number of Options on issue from 801,532,368 as at the date of this Prospectus to 1,060,879,168 Options; and
(b) to remove trading restrictions to the New Options so the Eligible Participants that receive the New Options will be enabled to trade those New Options on a listed, public financial market, being the financial market operated by the ASX.

No funds will be raised directly under the Offers. However, if all New Options are exercised, the Company will receive approximately $25,934,680 in aggregate, by virtue of the payment of the exercise price.

3.2 Effect on capital structure

The effect of the Offers on the capital structure of the Company is set out below.

Shares[1 ]

	NUMBER
Shares currently on issue1	2,019,903,444
Shares offered under this Prospectus	Nil
Total Shares on issue after completion of the Offers2	2,019,903,444

Notes:

The rights and liabilities attaching to the Shares are summarised in Section 4.1 of this Prospectus.
At the Company’s Annual General Meeting that was held on 28 November 2025, Shareholders approved the issue of 70,000,000 Shares to the vendors of Remington and 7,000,000 Shares to Oakley Capital in connection with services provided for the Remington Acquisition ( Unissued Shares ). The Company intends to issue the Unissued Shares contemporaneously with the New Options to Remington. The Unissued Shares are not reflected in the above table.

Options

	NUMBER
Options currently on issue1	801,532,368
New Options offered under this Prospectus2,3	259,346,800
Total Options on issue after completion of the Offers	1,060,879,168

Notes:

Comprising:
a) 159,148,200 quoted New Options;
b) 572,443,923 quoted Options exercisable at $0.018 and expiring on or before 31 July 2028;
c) 9,940,245 unquoted Options exercisable at $0.064 and expiring on or before 30 June 2026;
d) 500,000 unquoted Options exercisable at $0.15 and expiring on or before 2 September 2026; e) 500,000 unquoted Options exercisable at $0.20 and expiring on or before 2 September 2026; f) 500,000 unquoted Options exercisable at $0.25 and expiring on or before 2 September 2026;
g) 500,000 unquoted Options exercisable at $0.30 and expiring on or before 2 September 2026; h) 10,000,000 unquoted Options exercisable at $0.0912 and expiring on or before 2 September 2028;
i) 1,000,000 unquoted Options exercisable at $0.10 and expiring on or before 2 September 2030;
j) 1,000,000 unquoted Options exercisable at $0.15 and expiring on or before 2 September 2030;
k) 1,000,000 unquoted Options exercisable at $0.20 and expiring on or before 2 September 2030; and
l) 45,000,000 unquoted Options exercisable at $0.032 and expiring on or before 26 March 2029.
These Options are intended to be quoted in the existing RMLOD Options class.

The rights and liabilities attaching to the New Options are summarised in Section 4.2 of the Prospectus.

Performance Rights

	NUMBER
Performance Rights currently on issue	213,288,750
Performance Rights offered under this Prospectus	Nil
Total Performance Rights on issue after completion of the Offers	213,288,7501

Note:

At the General Meeting that was held on 17 February 2026, Shareholders approved the issue of an aggregate of 121,000,000 Performance Rights to Directors and KMP in addition to a new maximum number of Securities under the Company’s employee securities incentive plan ( Unissued Performance Rights ). The Company intends to issue some or all of the Unissued Performance Rights contemporaneously with the New Options offered under this Prospectus. The Unissued Performance Rights are not reflected in the above table.

3.3 Effect on Control

As the New Options offered under this Prospectus do not contain voting rights, the offering of the New Options under the Offers will not change the voting power in the Company. In order to acquire voting rights, holders of the New Options will need to exercise their New Options received in accordance with their terms.

3.4 Details of substantial holders

Based on publicly available information as at the date of this Prospectus, there are no persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue.

3.5 Financial effect of the Offers

The expenses of the Offers are estimated to be approximately $64,905. The Offers are not expected to have any material financial effect on the Company.

The expenses of the Offers will be met utilising the Company’s existing cash reserves.

Accordingly, the financial effect of the Offers will be to reduce the Company’s existing cash reserves by $64,905.

4. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

4.1 Rights and Liabilities attaching to Shares

The following is a summary of the more significant rights and liabilities attaching to Shares which will be issued upon exercise of the New Options offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares which will be issued upon exercise of the New Options are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

(e) Transfer of shares

Subject to the Constitution, the Corporations Act, and any other laws, ASX Settlement Operating Rules and ASX Listing Rules, Shares are freely transferable.

(f) Future increase in capital

The allotment and issue of any Shares is under the control of the Directors. Subject to restrictions on the allotment of Shares in the ASX Listing Rules, the Constitution and the Corporations Act, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit.

(g) Variation of rights

In accordance with the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders, vary or abrogate the rights attaching to Shares. If at any time the share capital is divided into different classes of shares unless the terms of issue of the Shares of a class state otherwise, the rights attached to any class may be varied or abrogated with the sanction of a special resolution passed at a meeting of Shareholders, together with the consent in writing of the holders of three quarters of the issued shares of that class, or a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) Alteration of constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

4.2 Rights and Liabilities attaching to New Options

(a) Entitlement

Each New Option entitles the holder to subscribe for one Share upon exercise of the Option (subject to possible adjustments referred to at paragraphs (j) to (l) below).

(b) Expiry Date

Each New Option will expire at 5:00 pm (ACST) on 30 November 2029 ( Expiry Date ). New Options not exercised by that time will lapse.

The exercise price of each New Option is $0.10 ( Exercise Price ).

(d) Exercise Notice

Applicants will receive an exercise notice at the same time that they receive a holding statement in respect of the New Options ( Exercise Notice ). New Options are exercisable by completing and delivering an Exercise Notice to the

Company, delivered to the registered address of the Company and accompanied by the full payment of the Exercise Price in cleared funds

(e) Exercise

Some or all of the New Options may be exercised at any one time or times prior to the Expiry Date. New Options must be exercised in respect of a minimum of 100,000 New Options except where a New Optionholder holds less than 100,000 New Options, in which case all options held by that New Optionholder must be exercised.

(f) Shares issued on exercise

Shares issued on exercise of the New Options rank equally with the then issued shares of the Company

(g) Quotation

The Company will seek to have the New Options admitted to the Official List of ASX and the New Options will be listed on ASX if approved. If the Company is still admitted to the ASX’s Official List at the time of exercise, the Company will make application for new Shares allotted on exercise of the New Options to be admitted to the official list of entities maintained by ASX.

(h)

Transferability

Each New Option will be freely transferable at any time before the Expiry Date in any manner permitted by the Corporations Act.

(i) Participation in new issues

New Options will not entitle the Optionholder to participate in any new issue of securities by the Company unless the New Option has been duly exercised prior to the relevant record date.

(j) Bonus issue

If, prior to the Expiry Date of the New Options, there is a bonus issue to the holders of Shares:

(i) the number of Shares over which the New Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the New Option had been exercised before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.
(k) Reorganisation

If, prior to the Expiry Date the issued capital of the Company is reorganised, the rights of the Optionholder may be varied to comply with the Corporations Act and ASX Listing Rules which apply at the time of the reconstruction.

(l) Pro-rata issue

In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to holders of Shares after the date of issue of the New Options, then the Exercise Price of the New Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

5. RISK FACTORS

5.1 Introduction

The New Options offered under this Prospectus should be considered as highly speculative and an investment in the Company is not risk free.

The Directors strongly recommend that prospective investors to consider the risk factors set out in this Section 5, together with information contained in this Prospectus.

The future performance of the Company and the value of the New Options may be influenced by a range of factors, many of which are largely beyond the control of the Company and the Directors. The key risks associated with the Company’s business, the industry in which it operates and general risks applicable to all investments in listed securities and financial markets generally are described below.

The risk factors set out in this Section 5, or other risk factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the New Options. This Section 5 is not intended to provide an exhaustive list of the risk factors to which the Company is exposed.

If you do not understand any matters contained in this Prospectus or have any queries about whether to invest in the Company, you should consult your accountant, financial adviser, stockbroker, lawyer or other professional adviser.

5.2 Company Specific Risks

(a) Funding risk

The Company is a mineral exploration company and currently relies on external funding to progress and implement its objectives.

The Company’s capital requirements depend on numerous factors, including the success of its planned exploration programs, the future exploration programs for its projects, the Company’s ability to generate income from its operations and possible acquisitions or other corporate opportunities. If the Company acquires any new project it may need to raise further capital to fund the acquisition or the project once acquired.

Any future capital raising could result in dilution to existing Shareholders, depending on the nature of the capital raising (whether it is via debt or equity).

Further, there is no guarantee that any future funding required by the Company would be available or on terms acceptable to the Company. If funding was not available on terms acceptable to the Company, it may need to scale back its exploration programs, which may impact adversely on the Company, or it may not be able to secure opportunities to acquire new projects or other corporate opportunities.

(b) Key sensitivities of the Horse Heaven Project and Australian exploration projects

The future success of the Company is largely currently dependent on the success of the Horse Heaven Project and the Company’s Australian based projects. The Horse Heaven Project and the Company's other licences, are subject to the following key sensitivities:

(i) the delineation of sufficient gold reserves so as to result in the viable extraction and processing of gold from the Horse Heaven Project and other metals from the Company’s other projects;

(ii) gold and tungsten prices;

(iii) mining and processing costs;

(iv) the capital cost to construct any required processing plant and associated facilities or the cost of transporting any extracted materials to a third party's processing facility; and

(v)

national/provincial/local governments’ stakes that may be included in any subsequent development agreement.

There is also no guarantee that the Company will be able to obtain all the necessary approvals, permits, licences and consents required to develop the Horse Heaven Project or the other projects.

(c) Operational risks

The business of mineral exploration, development and production, by its nature, involves significant risks. The business depends on, amongst other things, successful exploration and identification of mineral reserves, geological conditions, security of tenure, the availability of adequate funding, satisfactory performance of mining operations, limitations on activities due to inclement weather or seasonal weather patterns, availability and cost of consumables and plant and equipment (including drilling rigs and other necessary machinery to undertake exploration, development and production), equipment breakdowns and skilled labour when required.

(d)

Litigation risks

The Company is exposed to possible litigation risks including tenure disputes (including challenges arising from historical contractual arrangements or prior transactions undertaken by predecessor entities), environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, reputation, financial performance and financial position. The Company and its subsidiaries are not currently engaged in any litigation.

5.3 Industry Specific Risks

(a) Commodity price fluctuations

The prices of minerals are influenced by numerous variable factors, including laws and regulations, economic conditions and physical and trading demand and supply. Fluctuations in mineral prices may, positively or negatively, influence the operating and financial performance of projects and businesses in which the Company has an interest or proposes to have an interest.

Even if this is not the case, general sentiment towards one or more mineral may have a significant adverse effect on the price of the New Options and the underlying Shares.

(b) Joint venture, acquisitions, or other strategic investment

The Company may make strategic investments in, or acquisitions of, complementary businesses, or enter into strategic partnerships or alliances with third parties in order to enhance its business. Any such future transactions are accompanied by the risks commonly encountered in making acquisitions of companies or assets, such as integrating cultures and systems of operation, relocation of operations, short term strain on working capital requirements, achieving mineral exploration success and retaining key staff. At the date of this Prospectus, the Company is not aware of the occurrence or likely occurrence of any such risks which would have a material adverse effect on the Company or its subsidiaries.

(c) Mineral Resource estimates

Mineral Resource estimates are expressions of judgement based on knowledge, experience and industry practice. While these estimates may be appropriate when made, they may change significantly when new information or techniques become available.

There are risks associated with such estimates. Mineral Resource estimates depend to some extent on interpretations, which may prove to be inaccurate

and require adjustment. Adjustments to resource estimates could affect the Company’s future plans and ultimately its financial performance and value.

(d) Grant of future authorisations to explore and mine

Various third party approvals are required in order to advance the Company’s projects. For example, drilling approvals are required in order to undertake exploration activities at the Horse Heaven Project in Idaho, and the George and Drake East Projects that are located in South Australia and the New South Wales respectively.

Whilst these are standard applications and the Company knows of no reason why they would not be approved, to the extent that required approvals are not obtained or are delayed, the Company’s operational and financial performance may be materially adversely affected.

If the Company discovers an economically viable mineral deposit that it then intends to develop, it will, among other things, require various approvals, licences and permits before it will be able to mine the deposit. There is no guarantee that the Company will be able to obtain all required approvals, licences and permits. To the extent that required authorisations are not obtained or are delayed, the Company’s operational and financial performance may be materially adversely affected.

(e)

Land access

There is a substantial level of regulation and restriction on the ability of exploration and mining companies to have access to land in Australia and the USA.

In the USA, consent for access may be required from the customary landowners or other parties who have an interest in the land before commencing mining activities.

In Australia, negotiations with both native title claimants and land owners/occupiers may be required before the Company can access land for exploration or mining activities.

Consent cannot always be guaranteed or may be granted only subject to compensation and inability to access, or delays experienced in accessing, the land the subject of the Company’s projects may impact on the Company’s activities.

(f)

Environmental risks

The operations and proposed activities of the Company are subject to both Australian and United States’ Federal and State laws and regulations concerning the environment. All exploration projects and mining operations have an impact on the environment, particularly advanced exploration and mine development.

The Company endeavours to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. However, as with all exploration and mining activities, the Company’s operations are expected to have an impact on the environment. There are also risks inherent in the Company’s activities including accidental leakages, spills, or other unforeseen circumstances that could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before undertaking activities that are likely to impact on the environment. If the Company fails to obtain such approvals it will be prevented from undertaking those activities. The Company cannot predict what future legislation and regulations may govern mining, and may impose significant environmental obligations on the Company.

The Company is aware that certain environmental remedial works may be required to be undertaken at the Properties that are being acquired as part of the transaction with Remington. As is noted in Section 2.2(b), US$250,000 of the Cash Consideration is to be held back by the Company and applied toward any such remedial works.

(g) Metallurgy

Metal and/or mineral recoveries are dependent upon metallurgical processes and, by their nature, contain elements of significant risk such as:

(i) identifying a metallurgical process through test work to produce a saleable metal and/or concentrate;

(ii) developing an economic process route to produce a metal and/or concentrate; and

(iii) changes in the mineralogy of the ore deposit can result in inconsistent metal recovery, affecting the economic viability of the Company’s projects.

(h) Foreign exchange rate risk

The Company’s revenue and expenditure are and will be taken into account in Australian dollars. A significant proportion of the Company’s operating and exploration expenses have been incurred in Idaho, USA. Gold is sold throughout the world based principally on a US dollar price. Therefore, the Company is exposed to fluctuations and volatility in the USD/AUD exchange rates. Movements in these exchange rates may adversely or beneficially affect the Company’s results or the ability of the Company to raise further funds (in AUD) to advance its operations (in USD).

(i) Key management

The Directors are primarily responsible for overseeing the operations and the strategic management of the Company. The day-to-day operations of the Company are the responsibility of the Executive Directors, assisted by the Chief Financial Officer and technical staff. There can be no assurance that there will be no detrimental impact on the Company if one or more of the Directors, particularly the Executive Directors, no longer act as Directors of the Company, or if the employment outlook for geologists and other mining industry specialists remains tight or further tightens for any reason.

5.4 General Risks

(a) Economic and market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) commodity prices;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for securities in general and resource exploration securities in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(b) Taxation

The acquisition and disposal of Options, and the underlying Shares into which they may convert, will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Options from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of receiving New Options pursuant to this Prospectus.

(c)

Regulatory

The Company’s operating activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

While the Company believes that it will operate in substantial compliance with all material current laws and regulations affecting its activities, future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits and agreements applicable to the Company or its properties, which could have a material adverse impact on the Company’s current operations or planned activities.

Obtaining necessary permits can be a time consuming process and there is a risk that the Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Company’s tenements.

(d)

Liquidity Risk

The Company will be applying to the ASX for Quotation of the New Options.

Therefore, Eligible Participants and potential Applicants should be aware that no assurance can be given of the price at which New Options will trade or that they will trade at all.

Additionally, while the Shares are currently admitted to ASX’s official list, and the Company will apply for Quotation of any Shares issued on the exercise of the New Options if still admitted to the official list at that time, no assurance can be given of the price at which Shares will trade or that they will trade at all.

Eligible Participants and potential Applicants should, therefore, be prepared to hold their Shares, on exercise of New Options for extended periods pending the development of the Company’s projects and potential opportunities emerging in the future. The market price of securities can fall, as well as rise, and may be subject to varied and unpredictable influences on the market for equities and, in particular, resources entities. Neither the Company nor the Directors provide any warranty as to the future performance of the Company or any return on an investment in the Company.

(e) Information technology/privacy

The Company relies heavily on its own computer systems and those of third party service providers to store and manage private and confidential information. A malicious attack on the Company’s systems, processes or people from external or internal sources could put the integrity and privacy of the Company’s data at risk. If the Company’s efforts to combat any malicious attack are unsuccessful or the Company has actual or perceived vulnerabilities, the Company’s business reputation and brand name may be harmed, potentially having a material adverse effect on the Company’s operations and financial position.

(f) Force Majeure

The Company’s existing projects or projects acquired in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

5.5 Speculative investment

The risk factors described above, and other risk factors not specifically referred to, may have a materially adverse impact on the performance of the Company and the value of the New Options.

Prospective investors should consider that an investment in the Company is highly speculative.

There is no guarantee that the New Options offered under this Prospectus will provide any return on capital, payment of dividends or increases in the market value of those New Options.

Before deciding whether to subscribe for New Options under this Prospectus you should read this Prospectus in its entirety and consider all factors, taking into account your objectives, financial situation and needs.

6. ADDITIONAL INFORMATION

6.1 Litigation

As at the date of this Prospectus, the Company and its subsidiaries are not involved in any material legal proceedings and the Directors are not aware of any material legal proceedings pending or threatened against the Company or any of its subsidiaries.

6.2 Continuous disclosure obligations

As set out in the Important Notes Section of this Prospectus, the Company is a disclosing entity for the purposes of section 713 of the Corporations Act. Accordingly, information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged by the Company with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

DATE	DESCRIPTION OF ANNOUNCEMENT
17 February 2026	Results of 2026 General Meeting
17 February 2026	Gold & Significant Tungsten Mineralisation in Drilling
9 February 2026	Cleansing Notice - Share Issue
9 February 2026	Application for quotation of securities - RML
9 February 2026	New Gold Discovery at Golden Gate South
3 February 2026	NASDAQ Registration Lodged with SEC
30 January 2026	Notice of change of interests of substantial holder
30 January 2026	Quarterly Activities and Cashflow Report 31 December 2025
23 January 2026	Resolution to Advance Golden Gate Tungsten Mine Stockpiles
22 January 2026	Release of Securities from Voluntary Escrow
20 January 2026	Notice of 2026 General Meeting and Proxy Form

DATE	DESCRIPTION OF ANNOUNCEMENT
19 January 2026	Resolution to Advance Golden Gate Tungsten Mine & Stockpiles
14 January 2026	Further Ultra High Grade Antimony and Silver Results
13 January 2026	Notification of cessation of securities - RML
24 December 2025	Change of Director's Interest Notice
24 December 2025	Change of Director's Interest Notice
24 December 2025	Application for quotation of securities - RML
24 December 2025	Application for quotation of securities - RML
24 December 2025	Application for quotation of securities - RML
24 December 2025	Application for quotation of securities - RML
23 December 2025	Options Prospectus - top 20 holders and holdings range
23 December 2025	Options Prospectus
23 December 2025	Cleansing Notice - Share Issue
23 December 2025	Application for quotation of securities - RML
23 December 2025	Application for quotation of securities - RML
23 December 2025	Application for quotation of securities - RML
23 December 2025	Application for quotation of securities - RML
15 December 2025	Chief Metallurgist appointed to accelerate production
2 December 2025	Investor Webinar
2 December 2025	Golden Gate Discovery Grows with Multiple Gold Intercepts
28 November 2025	Results of 2025 Annual General Meeting
28 November 2025	Trading Halt
18 November 2025	Institutional Roadshow Presentation
13 November 2025	Response to ASX aware letter
12 November 2025	Cleansing Notice - Share Issue
12 November 2025	Application for quotation of securities - RML
12 November 2025	2025 AGM Notice Addendum and Proxy Form
10 November 2025	Drilling Underway to Step out from New Gold Discovery
3 November 2025	Cleansing Notice - Share Issue
3 November 2025	Application for quotation of securities - RML
3 November 2025	Application for quotation of securities - RML
3 November 2025	Significant Gold Discoveries continue at Golden Gate - RML
31 October 2025	Quarterly Activities and cashflow Report 30 September 2025
31 October 2025	Proposed issue of securities - RML
31 October 2025	RML to Acquire Processing Mill and Tungsten Stockpiles
30 October 2025	Notice of change of interests of substantial holder
29 October 2025	Proposed issue of securities - RML
29 October 2025	Notice of 2025 AGM and Proxy Form

DATE	DESCRIPTION OF ANNOUNCEMENT
28 October 2025	Significant Gold Discovery at Horse Heaven Project
24 October 2025	Trading Halt
24 October 2025	Pause in Trading
22 October 2025	Downstream antimony Strategy and Tribeca Appointment
20 October 2025	Proposed issue of securities - RML
20 October 2025	$2 Million Placement to Tribeca Investment Partners
17 October 2025	Release of Securities from Voluntary Escrow
16 October 2025	Response to ASX Price Query Letter
13 October 2025	RML Briefing Ambassador ahead Meeting with US President
3 October 2025	Proposed issue of securities - RML
3 October 2025	Resolution Minerals 2025 Annual General Meeting
3 October 2025	Cleansing Notice - Share Issue
3 October 2025	Application for quotation of securities - RML
3 October 2025	Application for quotation of securities - RML
3 October 2025	Application for quotation of securities - RML
25 September 2025	Drilling Doubled and Expanded Land Package at Horse Heaven
24 September 2025	Exceptional Rock Chip and Soil Results Update
22 September 2025	Stream Sediment Sampling Program initiated at Horse Heaven
19 September 2025	Critical Minerals Investor Presentation
18 September 2025	Cleansing Notice - Share Issue
18 September 2025	Application for quotation of securities - RML
18 September 2025	Proposed issue of securities - RML
18 September 2025	Successful Heavily Supported Placement to Raise $25 Million
16 September 2025	Investor Briefing
16 September 2025	Trading Halt
15 September 2025	Exceptional Rock chip and Soil Results from Antimony Ridge
8 September 2025	Drilling to Expand Footprint at Horse Heaven
3 September 2025	Notification regarding unquoted securities - RML
2 September 2025	Notification regarding unquoted securities - RML
2 September 2025	Notification regarding unquoted securities - RML
2 September 2025	Notification regarding unquoted securities - RML
2 September 2025	Notification regarding unquoted securities - RML
2 September 2025	Change of Director’s Interest Notice
2 September 2025	Change of Director’s Interest Notice
2 September 2025	Notification regarding unquoted securities - RML
2 September 2025	Cleansing Notice - Share Issue
2 September 2025	Application for quotation of securities - RML

DATE	DESCRIPTION OF ANNOUNCEMENT
2 September 2025	Application for quotation of securities - RML
2 September 2025	Application for quotation of securities - RML
2 September 2025	Results of 2025 General Meeting
25 August 2025	Update on Snow Lake NBIO - parties not proceeding
22 August 2025	Cleansing Notice - Share Issue
22 August 2025	Application for quotation of securities - RML
22 August 2025	OTCQB Listing Successfully Completed
19 August 2025	Cleansing Notice - Share Issue
19 August 2025	Application for quotation of securities - RML
19 August 2025	Drilling Commenced at Horse Heaven Project
18 August 2025	Entry into Short-Term Exclusivity with Snow Lake Resources
18 August 2025	Response to ASX Query Letter
18 August 2025	Response to ASX Query Letter
14 August 2025	Shareholder Meeting Notice Addendum and Proxy Form
8 August 2025	Corporate Governance Statement and Appendix 4G

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company’s website, www.resolutionminerals.com.

6.3 Market price of Shares and New Options

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the most recent dates of those sales were:

	PRICE	DATE
Highest	$0.086	19 January 2026
Lowest	$0.038	18 February 202
Last	$0.041	26 February 2026

The highest, lowest and last market sale prices of the RMLOC Options on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the most recent dates of those sales were:

	PRICE	DATE
Highest	$0.059	18 November 2025 and 19 January 2026
Lowest	$0.022	17-18 February 2026
Last	$0.024	26 February 2026

The highest, lowest and last market sale prices of the RMLOD Options on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the most recent dates of those sales were:

	PRICE	DATE
Highest	$0.02	16 and 19 January 2026
Lowest	$0.009	13 January 2026
Last	$0.012	26 February 2026

6.4 Details of substantial Shareholders

Based on publicly available information as at the date of this Prospectus, there are no persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue.

6.5 Directors’ interests

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(d) as an inducement to become, or to qualify as, a Director; or
(e) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offer.

Security holdings

The relevant interest of each of the Directors in the Securities of the Company as at the date of this Prospectus is set out in the table below.

DIRECTORS		CURRENT
	SHARES	OPTIONS	PERFORMANCE RIGHTS
Menachem Rogatsky1	45,240,625	60,430,0792	50,000,000
Aharon Zaetz	55,125,0003	61,390,6254	50,000,000
Syed Alsagoff	Nil	Nil	Nil

Notes:

Held directly.
Comprising:
a) 1,000,000 quoted New Options;
b) 36,655,079 quoted Options exercisable at $0.018 and expiring on or before 31 July 2028;
c) 275,000 unquoted Options exercisable at $0.064 and expiring on or before 30 June 2026; and
d) 22,500,000 unquoted Options exercisable at $0.032 and expiring on or before 26 March 2029.
1. Comprising:
a) 2,000,000 Shares issued to Mr Zaetz (or his nominee) under the Placement;
b) 21,875,000 Shares held indirectly by Consult4nts Pty Ltd. Mr Zaetz is a director and shareholder of the holder ( Consult ); and
c) 31,250,000 Geoula Pty Ltd ( Geoula ). Mr Zaetz is a director and shareholder of the holder.

Comprising:
a) 1,000,000 quoted New Options;
b) 22,500,000 unquoted Options exercisable at $0.032 and expiring on or before 26 March 2029 held by Consult;
c) 33,984,375 quoted Options exercisable at $0.018 and expiring on or before 31 July 2028 held by Consult; and
d) 3,906,250 quoted Options exercisable at $0.018 and expiring on or before 31 July 2028 held by Geoula.

The relevant interest of each of the Directors in the Securities of the Company at completion of the Offers is set out in the table below.

DIRECTORS		POST OFFERS	POST OFFERS
	SHARES	OPTIONS	PERFORMANCE RIGHTS1
Menachem Rogatsky	45,240,625	60,430,079	50,000,000
Aharon Zaetz	55,125,000	61,390,625	50,000,000
Syed Alsagoff	Nil	Nil	Nil

Note: The above table does not include the 55,000,000 Unissued Performance Rights that are to be issued to Mr Rogatsky, 55,000,000 Unissued Performance Rights that are to be issued to Mr Zaetz, or 5,000,000 Unissued Performance Rights that are to be issued to Mr Alsagoff. The Unissued Performance Rights are intended to be issued contemporaneously with the New Options offered under this Prospectus.

Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $400,000 per annum.

A Director may be paid fees or other amounts (ie non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The following table shows the total annual remuneration paid to both executive and non-executive Directors as disclosed in the Company’s Annual Report for the financial year ended 30 June 2025 and proposed annual remuneration for the financial year ending 30 June 2026.

DIRECTOR	FY ENDED 30 JUNE 2025	FY ENDING 30 JUNE 20264
Menachem Rogatsky	$1,000,1981	$350,000
Aharon Zaetz	$1,000,1982	$350,000
Syed Alsagoff	$26,0003	$46,0005

Notes:

Comprising $204,167 in Director fees/salary and $796,031 in equity based payments.
Comprising $204,167 in Director fees/salary and $796,031 in equity based payments.
Comprising $23,318 in Director fees/salary and $2,682 in superannuation payments.
Being the contracted amounts that each Director will receive for their services this financial year. In addition to these amounts, the Directors may be entitled to cash and/or equity bonuses from time to time, subject to the terms of their engagement, applicable law and any required Shareholder

approvals. These amounts also do not contemplate the value of each Director’s respective number of Unissued Performance Rights.

With effect from 1 February 2026, Mr Alsagoff’s monthly director fees increased from $3,000 per month to $5,000 per month.

6.6 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue, holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:
(i) the formation or promotion of the Company;
(ii) any property acquired or proposed to be acquired by the Company in connection with:
- (A) its formation or promotion; or (B) the Offer; or
(d) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(e) the formation or promotion of the Company; or
(f) the Offer.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $15,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has been paid fees totalling $196,451 (excluding GST and disbursements) for legal services provided to the Company.

6.7 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the New Options), the Directors, the persons named in the Prospectus with their consent as proposed directors, any underwriters, persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;
(b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section; and
(c) has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus.

Oakley Capital Partners Pty Limited has given its written consent to being named in this Prospectus as providing the services that are summarised in Section 2.2(c). Aside from providing this consent, Oakley Capital Partners Pty Limited was not involved in the preparation of this Prospectus.

6.8 Expenses of the Offers

The total expenses of the Offers are estimated to be approximately $64,905 (excluding GST) and are expected to be applied towards the items set out in the table below:

EXPENSE	($)
ASIC fees	3,206
ASX fees1	41,699
Legal fees	15,000
Miscellaneous, printing and other distribution	5,000
Total	64,905

Notes

The fee is variable and will be adjusted to reflect the share price as at the day prior to the issuance of the New Options.

7. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

8. GLOSSARY

$ means the lawful currency of the Commonwealth of Australia.

ACST means Australian Central Standard Time as observed in Adelaide, South Australia.

Annual General Meeting means the Company’s annual general meeting of Shareholders held on 28 November 2025.

Applicant means an investor who applies for New Options pursuant to the Offer.

Application means an application for New Options made on an Application Form.

Application Form means an application form either attached to or accompanying this Prospectus.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

Closing Date means the date specified in the timetable set out in Section 1.1 of this Prospectus (unless varied).

Company means Resolution Minerals Ltd (ACN 617 789 732).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Eligible Participants means the parties that are listed in Section 2.2.

New Option means an Option with the terms and conditions set out in Section 4.2.

Oakley Capital means Oakley Capital Partners Pty Limited.

Offers means the offers of New Options to Eligible Participants, as set out in Section 2.1.

Official Quotation means official quotation on ASX.

Opening Date means the date specified in the timetable set out in Section 1.1 of this Prospectus (unless varied).

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share, subject to satisfaction of any vesting conditions, and the corresponding obligation of the Company to provide the Share.

Permitted Jurisdiction has the meaning given in Section 2.9.

Placement has the meaning given in Section 2.2(a).

Properties has the meaning given in Section 2.2(b).

Prospectus means this prospectus.

Remington means Remington Capital Corporation (an entity incorporated in Canada).

Remington Acquisition has the meaning given in Section 2.2(b).

Remington Vendors means the shareholders of Remington.

SCA means the Securities and Commodities Authority, an authority in the UAE.

Section means a section of this Prospectus. Securities means Shares and/or Options as the context requires. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share. UAE means the United Arab Emirates. Unissued Performance Right has the meaning given in Section 3.2.

AI assistant

RESOLUTION MINERALS LTD — Capital/Financing Update 2026

65717_rns_2026-02-26_fec9a077-96d4-4748-9bbd-ced6d171ddf1.pdf

RESOLUTION MINERALS LTD ACN 617 789 732

OPTIONS PROSPECTUS

IMPORTANT NOTICE

I M P O R T A N T N O TI C E

No Investment Advice

Forward-looking statements

Applicants outside Australia

Continuous disclosure obligations

Electronic Prospectus

Company Website

Financial forecasts

Clearing House Electronic Sub-Register System (CHESS)

and Issuer Sponsorship

Photographs and Diagrams

Definitions and Time

Privacy statement

Enquiries

C O R PO R A TE D IR EC TO R Y

Directors

Company Secretary and CFO

Share Registry*

Legal Advisers

Registered Office

Auditor[*]

1. DETAILS OF THE OFFERS

1.2 Key Risk Factors

2. BACKGROUND TO THE OFFERS

2.1 Overview of the Offers

2.2 Background to the Offers

(a) Placement Participants

(b) Remington Acquisition

(c) Oakley Capital

(i) Tribeca placement

(ii) Placement

(iii) Remington Acquisition

2.3 The Offers

2.4 Minimum subscription

2.5 Oversubscriptions

2.6 Underwriting

2.7

ASX listing

2.8

Issue of New Options

2.9

Overseas shareholders

British Columbia

Statutory rights of action for damages and rescission

Certain Canadian income tax considerations

United Arab Emirates

2.10 Enquiries

3. PURPOSE AND EFFECT OF THE OFFERS

3.1 Purpose of the Offers

3.2 Effect on capital structure

Shares[1 ]

Notes:

Options

Notes:

Performance Rights

Note:

3.3 Effect on Control

3.4 Details of substantial holders

3.5 Financial effect of the Offers

4. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

4.1 Rights and Liabilities attaching to Shares

(a) General meetings

(b) Voting rights

(c) Dividend rights

(d) Winding-up

(e) Transfer of shares

(f) Future increase in capital

(g) Variation of rights

(h) Alteration of constitution

4.2 Rights and Liabilities attaching to New Options

(d) Exercise Notice

(e) Exercise

(f) Shares issued on exercise

(g) Quotation

RESOLUTION MINERALS LTD Capital/Financing Update 2026

**Auditor[*]**