TRANSACTION SPECIFIC PROSPECTUS

Strategic Elements Limited
(ACN 122 437 503)

Offers

This Prospectus is being issued for the offer of:

up to 71,428,571 new Options for nil consideration on the basis of one Option for every one Share issued to Eligible Shareholders under the SPP (SPP Options Offer); and
an offer of up to 28,571,428 Shortfall Shares at an issue price of $0.035 per share, together with up to 28,571,428 Shortfall Options attaching on the basis of one Shortfall Option for every Shortfall Share subscribed for and issued to make up any Shortfall under the SPP Share Offer and SPP Options Offer (SPP Shortfall Offer),

(together, the Offers).

The Offers are not underwritten.

This Prospectus has been prepared for the purposes of making the Offers and section 708A(11) of the Corporations Act to facilitate secondary trading of the Shares and Shares issued on the exercise of the Options.

IMPORTANT NOTICES

This Prospectus contains important information about the Offers and should be read in its entirety. If, after reading this Prospectus, you have any questions about the Securities being offered under this Prospectus or any other matter relating to the Offers, then you should consult your professional adviser. An investment in the Securities offered under this Prospectus should be considered speculative.

This Prospectus has been prepared in accordance with Section 713 of the Corporations Act.

Important Information

Introduction

This Prospectus is dated 20 May 2026. A copy of this Prospectus has been lodged with ASIC on that date. ASIC and its officers take no responsibility for the contents of this Prospectus. No Securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Company will seek quotation of the Shares offered under this Prospectus. The Company will not seek quotation of the Options offered under this Prospectus. ASX and ASIC take no responsibility for the contents of this Prospectus or the merits of the securities to which this Prospectus relates.

Target market determination

In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's website https://www.strategicelements.com.au/investors/. By making an application under the Offers, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD.

Applications for Options offered pursuant to this Prospectus can only be accepted in accordance with the Application Form.

The information provided in this Prospectus is not investment advice and has been prepared without taking into account your investment objectives, financial situation or particular circumstances. If you are in any doubt about the contents of this document, you should obtain independent professional advice.

Risk factors

Before deciding whether or not to apply under the Offers, a potential Applicant should read the entire Prospectus and, in particular, in considering the Company's prospects, should consider the risk factors that could affect the Company's performance. Potential Applicants should carefully consider these factors in light of their own personal circumstances (including financial and taxation issues) and seek advice from their professional adviser before deciding to invest.

The key risks relating to participating in the Offers and making an investment in the Company are summarised in Section 5 of this Prospectus.

Transaction specific prospectus

This Prospectus is a transaction specific prospectus for an offer of securities and options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act.

This Prospectus does not contain the same level of disclosure as a prospectus prepared pursuant to Section 710 of the Corporations Act for an initial public offering. In making representations in this Prospectus, regard has been had to the fact that Strategic Elements Limited (the Company or SOR) is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably

be expected to be known to investors and professional advisers whom potential investors may consult. 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.

Restrictions on distribution

The Company has not taken any action to register or qualify the Securities or the Offers, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia.

The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia may be restricted by law and therefore persons outside those jurisdictions who obtain a copy of this Prospectus should seek advice on, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. The Company disclaims all liabilities to such persons.

This Prospectus does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

The Securities have not been, and will not be, registered under the US Securities Act of 1933 and may only be offered, sold or resold in, or to persons in the United States in accordance with an available exemption from registration.

It is the Applicant's responsibility to ensure compliance with any laws of a country relevant to their application. By applying for Securities, an Applicant represents and warrants that there has not been any breach of such laws.

Prospectus availability

A copy of this Prospectus can be obtained during the Offer Period on the Company's website, https://www.strategicelements.com.au/investors/ or by contacting the Company Secretary on +61 8 9278 2788 or the Share Registry on +61 8 9315 2333. Potential Applicants who access an electronic copy of this Prospectus should ensure that they download and read the entire Prospectus.

Potential Applicants will only be able to accept the SPP Options Offer and the SPP Shortfall Offer by completing the Application Form. The electronic copy of this Prospectus available from the Company's website will not include an Application Form.

Publicly available information

This Prospectus should be read in conjunction with the public announcements made by the Company which are available on the Company's website, https://www.strategicelements.com.au/investors/, as well as the ASX market announcements platform using the Company's ASX code 'SOR'.

These announcements do not contain all of the information that would be included in a prospectus or other disclosure document, but still contain important information about the Company. Potential Applicants are encouraged to have regard to such announcements before making a decision whether or

not to participate in an Offer. These announcements (and the contents of any websites on which they may be found) do not form part of this Prospectus.

The Company may release further announcements after the date of this Prospectus and throughout the Offer Period, which may be relevant to potential Applicants consideration of the Offers. Potential Applicants are encouraged to check whether any new announcements have been released by the Company after the date of this Prospectus before deciding on whether or not to participate in the Offers.

No investment or financial product advice

The information in this Prospectus and any information provided by the Company does not constitute investment or financial product advice and does not take into account the investment objectives, financial situation, taxation impact or particular needs of individual Applicants. The potential tax effects of the Offers will vary between Applicants. Potential Applicants should contact their stockbroker, accountant or other professional adviser if they have any questions regarding the Offers and investing in the Company.

Disclaimer of representations

The Company has not authorised any person to give any information, or to make any representation, in relation to the Offers that is not contained in this Prospectus or has not been released to ASX with the authorisation of the Company, and any such information or representation may not be relied on. Except and to the extent required by law, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on investment made pursuant to this Prospectus.

Forward-looking statements

This Prospectus contains forward-looking statements which incorporate an element of uncertainty or risk, such as 'intends', 'may', 'could', 'believes', 'estimates', 'targets' or 'expects'. These statements have been prepared with all reasonable care and attention, based on an evaluation of current economic, financial and operating conditions, as well as assumptions regarding future events. These events are, as at the date of this Prospectus, expected to take place, but there cannot be any guarantee that such events will occur as anticipated or at all given that many of the events are outside the Company's control. They may be affected by matters such as those outlined in Section 5. This may result in the actual circumstances being materially different to those anticipated. Potential Applicants are cautioned not to place undue reliance on any forward-looking statements.

The Company and its Directors cannot and do 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 as and when stated. Except to the extent required by law (including the Listing Rules), the Company does not give any undertaking to update or revise any forward-looking statements after the date of this Prospectus to reflect any changes in expectations in relation to forward-looking statements or any change in events, conditions or circumstances on which any such statement is based.

Potential Applicants should note that past performance (including past Share price performance) cannot be relied on as an indicator of, and does not provide any guidance as to, future performance, including future Share price performance.

Privacy

Potential Applicants who apply for Securities will provide 'personal information' (within the meaning given to that term in the Privacy Act) to the Company and the Share Registry. By applying for Securities under the Offers, an Applicant will be taken to have consented to the Company and the Share Registry collecting, holding and using the Applicant's personal information in order to assess their Application, process the Applications, service their needs as a Shareholder, provide facilities and services that the Applicant request, and carry out appropriate administrative functions. Corporate and taxation laws require the Company to collect some personal information. Applicants who do not provide the information requested may not have their Application processed efficiently, or at all.

No cooling off rights apply to the Offers

Cooling off rights do not apply to an investment pursuant to any of the Offers. This means that, in most circumstances, you cannot withdraw your Application Form once it has been lodged.

Governing law

This Prospectus and any Application Form are governed by the laws applicable in the State of Western Australia. Applicants submit to the non-exclusive jurisdiction of the courts of the State of Western Australia and the Commonwealth of Australia.

Meaning of terms

Capitalised terms and certain other terms used and not otherwise defined in this Prospectus have the meaning given to them in the Glossary in Section 8.

References to "our", "us" and "we" are references to the Company.

References to "I", "you" and "your" are references to an Applicant.

Currency

References to “$” or “dollar” are references to Australian currency, unless otherwise stated.

Time

References to time relate to the time in Perth, Western Australia, unless otherwise stated.

Corporate Directory

Directors

Charles Murphy
Managing Director

David Lim
Executive Director

Elliot Nicholls
Executive Director

Company Secretary

Matthew Howard

Registered Office

Unit 8, 63 Hay St
Subiaco WA 6008

Telephone: +61 8 9278 2788
http://www.strategicelements.com.au

Legal Adviser

Lavan
Level 20, 1 William Street
Perth, Western Australia 6000

Share Registry

Automic Pty Ltd
Level 5, 191 St George Terrace
Perth WA 6000

Telephone: 1300 288 664
www.automicgroup.com.au
email: [email protected]

Auditor

Nexia Perth Audit Services Pty Ltd
Level 4, 88 William Street
Perth WA 6000

iii

Contents

Page

Important Information ... i
Corporate Directory ... iii
Key Information ... 1
1. Details of the Offers ... 3
2. Effect of the Offers ... 8
3. Application for Securities ... 10
4. Rights and Liabilities of Shares and Options ... 13
5. Risk Factors ... 17
6. Additional Information ... 29
7. Directors' Statement ... 38
8. Glossary of Terms ... 39

Key Information

Indicative Timetable

Event	Date
Record Date 5.00pm (AWST)	Tuesday 19 May 2026
Announcement Date and lodgement of Appendix 3B	Wednesday 20 May 2026
Dispatch of Offer Document, Prospectus and Application Forms to Eligible Shareholders	Wednesday 20 May 2026
Opening Date	Wednesday 20 May 2026
Closing Date	Tuesday 9 June 2026
Announcement of Results of SPP	Tuesday 16 June 2026
Allotment and Issue of New Shares under SPP (excluding any Shortfall)	Tuesday 16 June 2026
Quotation of New Shares under the SPP	Wednesday 17 June 2026
Issue new Options under the Offers	Wednesday 17 June 2026

Note: These dates are indicative only and subject to change. Subject to the Listing Rules and the Corporations Act, the Company may vary these dates, including to close the Offers early, extend the Offers, or accept late Applications, either generally or in particular cases, without notification. Persons who wish to apply under the Offers are encouraged to submit their Application Form as soon as possible after the Offers open as the Offers may close at any time without notice.

Key SPP and Offer details

Terms	Details
SPP
Offer Price under the SPP	$0.035
Maximum amount to be raised under the SPP	$1,000,000 with the capacity to accept oversubscriptions up to $2,500,000
Maximum number of New Shares to be issued under the SPP	71,428,571 (including potential oversubscriptions)
SPP Option Offer
Maximum number of New Options to be issued under SPP Option Offer	71,428,571, assuming 71,428,571 New Shares are issued under the SPP
Maximum amount raised if all New Options are issued and exercised in respect of the SPP Option Offer	$2,500,000 to be applied towards general working capital requirements at that time

Shareholder approval	The SPP Option Offer is not conditional on Shareholder approval (however, prior shareholder approval will be sought for Director participation in the SPP Option Offer)
Quotation of New Options	The Company will not apply to ASX for quotation of the New Options to be issued under the SPP Option Offer
SPP Shortfall Offer
Total number of Shortfall Shares and Shortfall Options to be issued under SPP Shortfall Offer	Up to 28,571,428 Shortfall Shares and up to 28,571,428 Shortfall Options, depending on the number of New Shares and New Options subscribed for under the SPP Share Offer and SPP Option Offer
Shareholder approval	The SPP Shortfall Offer is not conditional on shareholder approval

General enquiries

For enquiries, please contact the Company Secretary on +61 8 9278 2788 or at [email protected] between 9.00am and 5.00pm (AWST) Monday to Friday until the Closing Date. Alternatively, please consult your stockbroker or other professional advisor.

1. Details of the Offers

1.1 SPP

(a) SPP Share Offer

Under the SPP Share Offer, the Company invites Eligible Shareholders to subscribe for up to $30,000 of New Shares at an issue price of $0.035 per New Share under the Share Purchase Plan. New Shares issued under the SPP are being offered with attaching options, expiring on 12 July 2027 and with an exercise price of $0.04 (New Options), on the basis of one New Option for every New Share issued under the SPP Share Offer. The New Options are being offered under this Prospectus. Refer Section 1.2 below for further details in this regard.

The Company is seeking to raise up to $1,000,000 (before costs) under the SPP but may accept oversubscriptions up to $2,500,000 (before costs).

Participation in the SPP by Eligible Shareholders is entirely voluntary.

(b) SPP Instrument

A listed company may make an offer of new securities in accordance with the SPP Instrument, which allows a company to conduct a share purchase plan without a prospectus for the purposes of Chapter 6D of the Corporations Act.

The Company satisfies the conditions of the SPP Instrument for the issue of Shares under the SPP. Accordingly, the Company is undertaking the SPP Share Offer under the Offer Document pursuant to section 708AA of the Corporations Act.

(c) Lead manager and underwriting

The Company has not engaged a lead manager in relation to the SPP.

The SPP is not underwritten.

1.2 SPP Option Offer

(a) Offer

Eligible Shareholders who subscribe for New Shares under the SPP (SPP Participants) are being offered one attaching New Option, for nil consideration, for every New Share issued to them in connection with the SPP.

Information about how SPP Participants may apply for the New Options is set out in Section 3.

(b) Number of Options offered

Assuming the SPP is fully subscribed and oversubscriptions are accepted (up to $2,500,000), up to approximately 71,428,571 New Shares and 71,428,571 New Options will be issued to participants in the SPP and the SPP Option Offer (subject to rounding).

A summary of the rights and obligations attaching to the New Options, and Shares issued on conversion of any New Options, is set out in Section 4.

1.3 SPP Shortfall Offer

(a) Details of the SPP Shortfall Offer

If the SPP raises less than $1,000,000 (before costs), then the Company may seek to raise the shortfall of funds (Shortfall) by way of the SPP Shortfall Offer.

The SPP Shortfall Offer is an offer of up to 28,571,428 Shortfall Shares at $0.035 per Share and up to 28,571,428 Shortfall Options on the basis of one Shortfall Option for every Shortfall Share subscribed for and issued to raise up to $1,000,000 (before costs).

Shares and Options issued under the SPP Share Offer and SPP Option Offer will be deducted from the number of Shares and Options to be issued under the SPP Shortfall Offer so that no Shares or Options will be issued pursuant to the SPP Shortfall Offer if subscriptions under the SPP Share Offer and SPP Option Offer are received in excess of 28,571,428 Shares and 28,571,428 Options.

There is no minimum subscription under the SPP Shortfall Offer, which is not underwritten.

All of the Shortfall Shares offered under the SPP Shortfall Offer pursuant to this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. The Shortfall Options issued under this Prospectus will be exercisable at $0.04 on or before 12 July 2027 and otherwise on the terms set out in section 4.2 of this Prospectus. All of the Shares issued upon exercise of the Shortfall Options will rank equally to the Shares on issue at the date of this Prospectus.

If after the close of the SPP and SPP Shortfall Offer, any Shortfall has not been subscribed for, the Directors reserve the right to place some or all of those Shortfall Securities within 3 months of the close of the Offers.

(b) Eligibility to participate in the Shortfall Offer

Eligible Shareholders and specific investors invited to participate in the SPP Shortfall Offer by the Company may apply for Shortfall Securities under the SPP Shortfall Offer using their Application Form.

The Directors reserve the right to issue Shortfall Securities at their absolute discretion.

Applications made under the SPP Shortfall Offer must be completed with sufficient time to be received by or on behalf of the Company by no later than the closing date of the SPP Shortfall Offer.

1.4 Proposed use of funds

The Options under the Offers will be issued for nil consideration.

Accordingly, the Company will not raise any funds from the issue of the Options pursuant to this Prospectus. However, if all Options are exercised before the expiry date, the Company will receive a maximum of approximately $2,857,142 in exercise payments. The Company intends to apply any funds raised from exercise of the Options towards general working capital requirements at that time.

The Shortfall Shares under the SPP Shortfall Offer will be issued for $0.035 per Share. If all 28,571,428 Shortfall Shares are issued pursuant to the SPP Shortfall Offer, the Company will receive approximately $1,000,000.

The Company operates under the Federal Government's Pooled Development Fund (PDF) program. This program was established to increase the supply of capital to Australian small and medium-sized enterprises through patient capital and tax incentives for eligible investors. The Company intends to apply the funds raised under the SPP and Shortfall Offer towards:

Energy Ink: Develop engineered moisture systems, demonstrate a breath-powered mobile phone call, progress longer-duration printable cells and investigate larger-scale moisture energy cells.
Stealth Technologies: Extend EdgeIQ paid pilot deployments with major mining companies and expand discovery activities in automation, robotics and edge computing across sectors.
New Ventures: Significantly progress evaluation and execution of new Australian innovation opportunities where early advances can have an outsized impact.
General working capital requirements of the Company.

1.5 Purpose of the Offers

The SPP Option Offer is being made in accordance with the Company's announced intention to offer attaching Options to SPP Participants.

The SPP Shortfall Offer is an offer made to raise any Shortfall that exists under the SPP Share Offer and SPP Option Offer, such that the maximum that may be raised under the SPP Shortfall Offer is $1,000,000.

1.6 Purpose of Prospectus

(a) SPP Instrument

The Company is unable to rely on the disclosure relief granted by the SPP Instrument for the SPP Option Offer because the Options to be issued under the SPP Option Offer are a new class of securities not currently quoted on the ASX. Accordingly, the Company is undertaking the SPP Option Offer under this Prospectus pursuant to section 713 of the Corporations Act.

The Company is also making the SPP Shortfall Offer to Eligible Shareholders (who may not be professional and sophisticated investors) and other investors invited to participate by the Company. Accordingly, the Company is unable to rely on disclosure relief and is undertaking the SPP Shortfall Offer under this Prospectus.

(b) Instrument 2026/94

This Prospectus has been prepared, in part, to ensure that the relief provided under the Instrument 2026/94 is available in respect of the Options.

1.7 Opening and Closing Date for Offers

The Offers will open and the Company will accept Application Forms from Wednesday 20 May 2026 (Opening Date) until 5.00pm (AWST) on Tuesday 9 June 2026 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules (Closing Date).

1.8 No general public offer

There is no general public offer of Securities under this Prospectus.

1.9 Non-renounceable offer

The Offers are non-renounceable. Accordingly, a subscriber may not sell or transfer all or part of their entitlement to subscribe for Securities.

1.10 Rounding

In the event that a SPP Participant is entitled to a fraction of a Share or Option, that fractional entitlement will be rounded down.

1.11 Ranking of Shares on exercise of Options

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

1.12 No Underwriting

The Offers are not underwritten.

1.13 ASX Quotation

The Shortfall Shares are listed and will be quoted on the ASX.

The Company will not apply for quotation of the New Options and Shortfall Options.

1.14 Brokerage and Stamp Duty Costs

No brokerage or stamp duty is payable by Applicants (or their nominees) who are issued Securities under this Prospectus.

1.15 Minimum and Maximum Subscription

There is no minimum subscription under the Offers. No person may apply for (and the Company will not issue) New Options under the SPP Option Offer in excess of the person's entitlement to New Options.

1.16 Application for Securities

These Offers are not open to the general public and are only open to Eligible Shareholders or other investors who are invited by the Company to subscribe for the Securities. The Company may determine in its discretion whether to accept any or all Applications.

Applicants can only apply for Securities using the Application Form.

If an Application Form is not completed correctly, it may be treated by the Company as valid, at the Directors' discretion. The Directors' decision as to whether to treat such an Application Form as valid and how to construe, amend, or complete a form is final.

Where an Application Form includes an application for Securities under the Shortfall Offer, the Application Form will need to be accompanied by the payment of the relevant funds.

Completed Application Forms and accompanying payment must be mailed or delivered to the Company before 5:00pm (AWST) on the Closing Date as follows:

By hand	By post	By email
Unit 8, 63 Hay St
SUBIACO WA 6008	Unit 8, 63 Hay St
SUBIACO WA 6008	[email protected]

1.17 Withdrawal

The Company reserves the right to withdraw the Offers at any time before Securities are issued.

1.18 Restriction on the distribution of this Prospectus

The distribution of this Prospectus outside Australia may be restricted by law.

This Prospectus does not constitute an offer of securities in any jurisdiction in which, or to any person to whom, it would be unlawful to issue the Prospectus or make the Offers.

No action has been taken to register or qualify the Offers or Shares, or to otherwise permit a public offering of Shares offered under this Prospectus, in any jurisdiction outside Australia.

Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up Shares on the basis of this Prospectus. Submitting a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

2. Effect of the Offers

2.1 Purpose of the Offers

The purpose of the SPP is to raise $1,000,000 (before costs) or, with oversubscriptions, up to $2,500,000 (before costs) from Eligible Shareholders. The SPP Shortfall Offer is an offer made to raise any Shortfall that exists under the SPP Share Offer (and SPP Option Offer), such that the maximum that may be raised under the SPP Shortfall Offer is $1,000,000.

This Prospectus has also been issued to facilitate secondary trading of the shares issued and to be issued on exercise of the Options.

2.2 Effect on capital structure

The table below sets out the potential effect of the Offers on the Company's capital structure, assuming scenarios for full (100%) subscription to the SPP, 50% subscription to the SPP and SPP Shortfall Offer and oversubscriptions to the SPP up to the $2,500,000 cap.

Securities	50% Subscription to SPP and SPP Shortfall Offer	Full (100%) subscription to SPP	Oversubscription on (250%) to SPP
Shares
Total Shares on issue at the Prospectus Date	482,349,060	482,349,060	482,349,060
New Shares to be issued	14,285,714	28,571,428	71,428,571
Total	496,634,774	510,920,488	553,777,631
Options
Options on issue at Prospectus Date²	25,375,000	25,375,000	25,375,000
New Options to be issued	14,285,714	28,571,428	71,428,571
Total	39,660,714	53,946,428	96,803,571
Performance Rights
Total Performance Rights on issue at Prospectus Date	12,950,000	12,950,000	12,950,000

Notes:

The figures in the table above assume no other securities are issued prior to the close of the Offers.
Options Comprising 25,375,000 options expiring on 16 August 2027 with an exercise price of $0.06.

2.3 Effect on control

The Company is of the view that the Offers will not affect the control (as defined by section 50AA of the Corporations Act) of the Company. No investor or existing

Shareholder will have Voting Power greater than 20% as a result of the completion of the Offers and the exercise of any Options issued under the Offers.

The maximum number of Shares proposed to be issued under the SPP Shortfall Offer is 28,571,428 Shares which, if issued, will constitute approximately 12.94% of the Shares on issue following completion of the Offers on a fully diluted basis assuming no other securities are issued (including by the exercise of convertible securities on issue at the Prospectus Date).

The maximum number of Options proposed to be issued under the Offers is 71,428,571 Options. If all these Options are exercised, the Shares issued on exercise will constitute approximately 10.79% of the Shares on issue following completion of the Offers (including the SPP) on a fully diluted basis assuming that no other securities are issued (including by the exercise of convertible securities on issue at the Prospectus Date).

2.4 Effect on financial position

The Company does not consider that the issue of Options pursuant to this Prospectus will have a material effect on the financial position of the Company. No funds will be raised from the issue of the Options pursuant to this Prospectus.

If all Options are issued and exercised (which is not certain), it would have the effect on the Company's financial position of increasing the cash balance by approximately $2,857,142 (before costs). The Company intends to apply any funds raised from the exercise of the Options towards general working capital requirements at that time.

The SPP Shortfall Offer, if fully subscribed, will raise $1,000,000 (before costs) which will be applied towards:

Energy Ink: Develop engineered moisture systems, demonstrate a breath-powered mobile phone call, progress longer-duration printable cells and investigate larger-scale moisture energy cells.
Stealth Technologies: Extend EdgeIQ paid pilot deployments with major mining companies and expand discovery activities in automation, robotics and edge computing across sectors.
New Ventures: Significantly progress evaluation and execution of new Australian innovation opportunities where early advances can have an outsized impact.
General working capital requirements of the Company.

The expenses of the Offers will be met from the Company's existing cash reserves. The immediate financial effect of the Offers will have an effect on the Company's financial position of reducing the cash balance by approximately $66,310 (exclusive of GST). Please refer to Section 6.10 for further details on the estimated expenses of the Offers.

Application for Securities

3.1 How to apply for new Securities

If you are participating in the SPP, you are eligible to participate in the SPP Option Offer and your application form submitted under the SPP will constitute an Application Form under the SPP Option Offer.

Details of how to pay for your New Shares under the SPP are included in the Offer Document.

An Eligible Shareholder who would like to apply for additional New Shares and New Options under the SPP Shortfall Offer, or an investor invited by the Company to participate in the SPP Shortfall Offer who would like to subscribe for Shortfall Securities, can do so by completing and lodging the Application Form. An Application Form must be completed in accordance with the instructions set out in that form.

By making payment for New Shares by BPAY or EFT under the SPP, you will be deemed to have applied for the number of Options appropriate for the parcel of New Shares applied for under the Offer Document and Prospectus (on the basis of one new Option for every New Share applied for under the Offers).

If you have applied for New Shares under the SPP but do not wish to be issued the attaching New Options, you should contact the Company Secretary on +61 8 9278 2788.

3.2 Offer Period

The SPP and the Offers will open on Wednesday 20 May 2026 (Opening Date) and will close on Tuesday 9 June 2026 (Closing Date).

The Opening Date and Closing Date for the Offers are indicative only and subject to change without notice. The Company may vary these dates, including to close the Offers early or extend the Closing Date, at any time prior to the issue of new Securities under the Offers (subject to the Corporations Act and the Listing Rules). The Company may also accept late applications at its discretion. If any of the dates are changed, the subsequent dates may also change. You are encouraged to lodge your Application Form as soon as possible after the Opening Date.

3.3 Application Form is binding

Receipt of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Securities accepted by the Company.

If the Application Form is not completed correctly, it may still be treated as valid. The Directors' decision as to whether to treat the Application as valid and how to construe, amend or complete the Application Form is final.

3.4 Representations you will be taken to have made by accepting the Offers

By returning an election or completing and returning your Application Form or by making payment for New Shares by BPAY or EFT under the SPP (as applicable), you will be deemed to have represented that you are entitled to apply for Securities under the SPP Shortfall Offer and SPP Option Offer, respectively. In addition, you will also be deemed to have represented and warranted on behalf of yourself or each person on whose account you are acting that the law in your place of residence and/or where you have been given the Prospectus, does not prohibit you from being given the Prospectus and that you have:

fully read and understood this Prospectus and the Application Form in their entirety;
agreed to be bound by the terms of the SPP Option Offer or SPP Shortfall Offer, as applicable, the provisions of this Prospectus and the Company's Constitution;
declared that you are over 18 years of age and have the legal capacity and power to perform all your rights and obligations under the SPP Option Offer or SPP Shortfall Offer, as applicable and the Application Form;
authorised the Company to register you as the holder of the Securities;
acknowledged that once the Company receives your Application Form, you may not withdraw your application except as allowed by law;
authorised the Company, the Share Registry and their respective officers, employees or agents to carry out on your behalf all necessary actions for the Securities to be issued to you;
understood and acknowledged that the information contained in this Prospectus and Application Form is not investment advice nor a recommendation that the Securities are suitable for you given your investment objectives, financial situation or circumstances;
acknowledged that investment in the Company is subject to the risk factors outlined in Section 5 of this Prospectus;
acknowledged that the Company or its Related Bodies Corporate, affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers do not guarantee the performance of the Company or the Share price, nor do they guarantee the repayment of capital;
authorise the Company to correct any errors in your Application Form or any other document provided to you;
acknowledge that the Securities have not, and will not be, registered under the securities laws in any jurisdictions outside of Australia; and
represented and warranted that:
you are not in the United States and are not acting for the account or benefit of a person in the United States;
the Securities have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and accordingly, the Securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws; and
you have not and will not send any materials relating to the Offers to any person in the United States, or a person acting for the account or benefit of a person in the United States.

3.5 Privacy Act

If you complete an Application Form, you will be providing personal information to the Company (directly or by the Company's Share Registry). The Company collects, holds and uses that information to assess your application, service your needs as a

Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed for purposes related to Shareholders' investments to the Company's agents and service providers, such as:

to persons inspecting the register, 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 Company's Share Registry;
the Share Registry for ongoing administration of the shareholder register;
printers and other companies for the purpose of preparation and distribution of statements and for handling mail; and
legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering and advising on the Securities and for associated actions.

You can access, correct and update the personal information that we hold about you.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (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 Form, the Company may not be able to accept or process your application.

3.6 Queries concerning the Offers

If you have any queries concerning the Offers, please contact the Company Secretary on +61 8 9278 2788.

Rights and Liabilities of Shares and Options

4.1 Attaching to the Shares

Full details of the rights and liabilities attaching to Shares are contained in the Constitution and, in certain circumstances, are regulated by the Corporations Act, the Listing Rules and the common law. Full details of the rights and liabilities attaching to the Shares are set out in the Company's Constitution, a copy of which is available for inspection free of charge at the Company's registered office during normal business hours or on request made to the Company Secretary.

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights and liabilities attaching to Shares:

(a) Share capital

All issued Shares rank equally in all respects.

(b) Voting rights

At a general meeting of the Company, every holder of Shares present in person, by an attorney, representative or proxy has one vote on a show of hands and on a poll, one vote for each Share held, and for every contributing share (i.e. partly paid) held, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the contributing share. Where there is an equality of votes, the chairperson has a casting vote.

Subject to the Corporations Act, the Listing Rules and any rights of persons entitled to Shares with special rights to dividends (at present there are none), all dividends as declared by the Directors are to be payable on all such Shares in proportion to the amount of capital paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividends is paid, unless the Share is issued on terms providing to the contrary.

(d) Payment of dividends

Dividends are payable out of the assets of the Company in accordance with section 254T of the Corporations Act and as determined by the Directors, which shall be conclusive. The Directors may direct that payment of the dividend be made wholly or in part by the distribution of specific assets or other securities of the Company.

(e) Rights on winding-up

Subject to the Corporations Act, the Listing Rules and any rights or restrictions attached to a class of Shares, the liquidator may on winding-up of the Company, 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 the liquidator 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.

(f) Transfer of Shares

Subject to the Constitution, Shares in the Company are freely transferable, subject to formal requirements, and so long as the registration of the transfer does not result in a contravention of or failure to observe the provisions of a law

of Australia and the transfer is not in breach of the Corporations Act or the Listing Rules.

(g) Refusal to transfer Shares

The Directors may refuse to register a transfer of Shares (other than a Market Transfer) where:

the Listing Rules or ASTC Settlement Rules permit the Company to do so; or
the Listing Rules or ASTC Settlement Rules require the Company to do so.

Notwithstanding any other provisions contained in this Constitution, the Company may not prevent, delay or interfere with the registration of a Market Transfer where to do so would be contrary to the provisions of any of the Listing Rules or the ASTC Settlement Rules.

(h) Further increases in capital

Subject to the Constitution, the Corporations Act and the Listing Rules:

Shares in the Company are under the control of the Directors, who may allot or dispose of all or any of the Shares to such persons, and on such terms, as the Directors determine; and
the Directors have the right to grant options to subscribe for Shares, to any person, for any consideration.

(i) Variation of rights attaching to shares

The rights attaching to the shares of a class (unless otherwise provided by their terms of issue) may only be varied by a special resolution passed at a separate general meeting of the holders of those shares of that class, or in certain circumstances, with the written consent of the holders of at least seventy-five percent (75%) of the issued shares of that class.

(j) General meeting

Each holder of Shares will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Constitution, the Corporations Act and the Listing Rules.

(k) Amending the Constitution

The Constitution can only be amended by a special resolution passed by at least 75% 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 attaching to the Options

The Options will be issued on the following terms:

(a) Entitlement

Each Option entitles the holder of that Option (Holder) to subscribe for one Share in the Company upon payment of the Exercise Price for each Option.

(b) No payment on grant

The Holder is not required to pay any amount upon the issue of the Options.

The exercise price of each Option is $0.04.

(d) Expiry date

Each Option may be exercised at any time before 5.00pm (AWST) on 12 July 2027 (Expiry Date). Any Option not exercised prior to the Expiry Date will automatically expire.

(e) Certificate or holding statement

As soon as reasonably practicable after the date the Options have been issued, the Company must give the Holder a certificate or holding statement stating:

the number of Options issued to the Holder;
the exercise price of the Options; and
the date of issue of the Options.

(f) Quotation of Options

The Company will not apply to ASX for quotation of the Options.

(g) Quotation of Shares

The Company will apply to ASX for quotation of Shares issued on exercise of the Options as soon as practicable after such Shares are issued.

(h) Reorganisation

If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Holder (including the number of Options to which the Holder is entitled to and the exercise price) will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation. Any calculations or adjustments which are required to be made will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and Holder.

(i) Notice of reorganisation

The Company must, within a reasonable period, give to the Holder notice of any change to the exercise price of any Options held by the Holder or the number of Shares which the Holder is entitled to subscribe for on exercise of an Option.

(j) Notices

The provisions of the constitution of the Company regarding notices to be given to Holders of Shares shall apply mutatis mutandis to notices to be given to the Holder.

(k) Exercise of Options

To exercise Options, the Holder must give the Company or its share registry, at the same time:

a written exercise notice (in the form approved by the Board of from time to time) specifying the number of Options being exercised and Shares to be issued;
payment of the exercise price for the relevant Options the subject of the exercise notice, by way of bank cheque or by other means of payment approved by the Board; and
any certificate for the Options.

The Holder may only exercise Options in multiples of 10,000 Options unless the Holder exercises all Options held by it.

Options will be deemed to have been exercised on the date the exercise notice and exercise price are received by the Company.

If a Holder exercises less than the total number of Options registered in its name:

the Holder must surrender their Option certificate (if any); and
the Company must cancel the Option certificate (if any) and issue the Holder a new Option certificate or holding statement stating the remaining number of Options held by the Holder.

(l) Issue of Shares on exercise of Options

Within 5 Business Days after receiving an application for exercise of Options and payment by the Subscriber of the exercise price, the Company must issue the Holder the number of Shares validly specified in the application.

Subject to the constitution of the Company, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing Shares of the Company at the date of issue.

(m) Options Transferable

The Options are transferable subject to the provisions of the Corporations Act and Listing Rules.

(n) Governing law

These terms and the rights and obligations of the Holder in respect of the Options are governed by the laws of Western Australia. The Holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.

Risk Factors

5.1 Introduction

The Securities offered by this Prospectus are considered as speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

This Section 5 is not intended to be an exhaustive list of the considerations to be taken into account by potential Applicants in deciding whether or not to subscribe for Securities nor all of the risk factors to which the Company is exposed. There are specific risks which relate directly to the Company's business. In addition, there are other general risks. Whilst some of these risks can be mitigated by using safeguards and appropriate systems and actions, many are outside the control of the Company and Directors and cannot be mitigated.

The risks identified in this Section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

Potential Applicants should carefully consider whether Securities in the Company are an appropriate investment for them and should take into account that the price of the Company's securities can fall as well as rise.

There are risks associated with investing in any form of business and with investing in the share market generally. All potential Applicants should consult their professional advisers if they are in any doubt as to any aspect of this Prospectus, the Offers or any other matter relating to an investment in the Company.

5.2 Company specific risks

The following risks have been identified as being key risks specific to the Group and an investment in the Company. These risks have the potential to have a significant adverse impact on the Company and may affect the Company's financial position, prospects and price of its quoted securities.

(a) Investment Company

While the Company intends to invest in opportunities in accordance with its investment scope, there is a risk that it may not be able to do so at all, or on satisfactory terms. In addition, the Company may invest in projects that may ultimately not be as prospective as originally thought. Individual investments made by the Company may fall in value for many reasons such as changes in the investee company's operations, management or in its business environment.

(b) Status as a Pooled Development Fund

The Company's status as a Pooled Development Fund is reliant upon the Company complying with the Pooled Development Fund Act 1992 (Cth) (PDF Act) and the directions of Industry Innovation and Science Australia and the Australian Government keeping the program operational, although it is closed for new registrations. There is a risk that the Company may lose its status as a Pooled Development Fund if it fails to comply with these requirements or the legislative framework underpinning the tax concessional status of Pooled Development Funds changes. This may be detrimental to Applicants or Pooled Development Funds generally, including the Company. At the date of this Prospectus, the Company remains a registered and compliant Pooled

Development Fund and is unaware of any information that would affect the Company's current registration as Pooled Development Fund.

The tax benefits available to the Company as a Pooled Development Fund can be affected by changes in government policy that are beyond the control of the Company. There is a risk that such changes may affect the Company's financial performance and strategy moving forward.

(d) Research and development

There are inherent risks in research and development. The Company's future success is dependent on successful research and development (e.g. Energy Ink™ technology in AAM and research and development in Stealth Technologies). The Company has had initial early success with the development of Energy Ink™ technology but given Energy Ink™ is still an early-stage technology, it is susceptible to risks associated with any early-stage R&D such as the uncertainty of material science development. Some risks relevant to the Company include:

commercial difficulties with research partners;
uncertainty of further research including costs of further research and/or commercialisation;
difficulties and delays in further research;
lack of suitably experienced and qualified research personnel;
general uncertainty relating to the scientific development and commercial application of any intellectual property the Company is able to develop;
failure to secure adequate protection for intellectual property, failure of such protection - including patents - to provide the anticipated protection, or an inability to enforce protection due to jurisdiction issues or enforcement related costs;
lack of suitable markets for commercialisation of technology or inability to attract suitable commercial partners
lack of research institute capability;
engineering challenges, including materials engineering;
competition from other research groups;
fabrication and deposition challenges;
access to laboratory equipment; and
problems scaling up lab based methods.

(e) Business strategy

There is a risk that management of the Group will not be able to implement its business strategy. The capacity of management to properly implement and manage the strategic direction of the Group may be impacted by operational and

market matters outside of their control. This may affect the Group's operating and financial performance.

(f) Nature of the Options

The Company will not seek quotation for the Options however, the Options will be transferrable off-market. There is no certainty that Shares will trade above the exercise price and accordingly there is no certainty that Option holders will realise any value from the Options. In the event that Options are exercised, this will dilute the holdings of existing Shareholders.

(g) Nature of the Shares

The Company will seek quotation for the Shares issued pursuant to the SPP Shortfall Offer and Shares will be transferrable on-market.

(h) Reliance on key personnel

The Company is dependent on the experience of its Directors' and management team. Whilst the Board has sought to, and will continue to ensure that the management team and any key employees are appropriately incentivised, their services cannot be guaranteed. The loss of any of the Directors', senior management or key employees' services to the Company may have an adverse effect on the performance of the Company pending replacements being identified and retained by or appointed to the Board of the Company.

(i) Contractual risk

The ability of the Company to achieve its objectives will depend on the performance of other parties to contracts which the Company may enter into in the future. If a party defaults in the performance of its obligations it may be necessary for the Company to approach a court to seek legal remedy. Legal action can be costly and there can be no guarantee that a legal remedy will ultimately be granted on appropriate terms.

Further, the Company is unable to predict the risk of insolvency or managerial failure by any of the third party contractors used by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity. The effects of such failures may have an adverse effect on the Company's activities.

(j) Competition risk

The industries in which the Company is involved are subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company's projects and business.

The Company's current and future potential competitors may include entities with greater financial and other resources than the Company which, as a result, may be in a better position to compete for future business opportunities. Many of the Company's competitors not only explore for and produce minerals, but also carry out refining operations and other products on a worldwide basis. There can be no assurance that the Company can compete effectively with these entities.

(k) Liquidity and future capital requirements

The Company has no material operating revenue and is unlikely to generate any material operating revenue in the foreseeable future. Exploration, research, project development and evaluation costs will continue to use funds from the Company's current cash reserves.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has in place a planning and budgeting process to help determine the funds required to meet its operating and growth objectives. The Company prepares cash forecasts and maintains cash balances to meet short and long-term cash requirements. The Company's objective is to raise sufficient funds from equity and/or debt to finance its activities until its operations become profitable.

The Company's ability to continue its activities over time may depend in part on its ability to raise additional funds.

The future capital requirements of the Company will depend on many factors including its ability to develop and grow its investments. The Company believes its available cash following the SPP will be adequate to fund its business objectives in the short term, however, the Company may require further funding in the future.

In the event further funding is required to maintain operations, any additional equity financing may be dilutive to Shareholders or may be undertaken at lower prices than the then market price.

Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional funding as needed, it may be required to reduce the scope of its activities, the Company may also not be able to take advantage of opportunities or respond to competitive pressures. An inability to obtain additional funding could also result in delays or reductions in further exploration, research, project development and evaluation activities which could have a material adverse effect on the Company's ability to continue as a going concern.

(l) Regulatory framework

The introduction of new legislation or amendments to existing legislation by government, and the decisions of courts and tribunals can impact adversely on the assets, operations and, ultimately, the financial performance of the Company.

Any adverse developments in political and regulatory conditions in the countries in which the Company could conduct business, could materially affect the Company's prospects. Political changes, such as changes in both monetary and fiscal policies, expropriation, methods and rates of taxation and currency exchange controls may impact the performance of the Company as a whole.

(m) Intellectual property risks

While the Company intends to invest into investee companies that acquire and licence intellectual property as part of its investment scope, there is a risk that it may not be able to locate any suitable intellectual property or to acquire it on satisfactory terms. The value of intellectual property acquired by investee companies that the Company may invest in may not be realised as licensees for the intellectual property may not be found or licensing may not be possible on satisfactory terms. In addition, the Company may invest into investee companies with intellectual property that may ultimately not be as prospective as originally

thought. The Company manages these risks by filing patents frequently, managing publication requests, engaging key intellectual property specialists in Australia and overseas, ensuring intellectual property is protected through agreements and monitoring background art in the development area.

(n) Exploration and development risk

The Company's projects are in various industries. Its exploration projects are at various stages of exploration, and potential investors should understand that mineral exploration and project development are high risk undertakings.

Maria Resources, and Strategic Materials conduct mineral exploration. The companies hold exploration permits (Projects) subject to the respective mineral programs for New Zealand and Western Australia. The Projects are conceptual in nature and are exposed to the typical risks associated with mineral exploration such as environmental challenges, project development disruption by activists, failure to identify economic mineralisation, geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, and issues with landowners, local government authorities, federal authorities and traditional owners.

To mitigate these risks, the Maria Resources, and Strategic Materials maintains compliance with current mineral permits by developing strong technical work programmes that are adequately funded and involving technical experts such as geophysicists and experienced geologists. Where applicable, the Company engages with landowners, traditional owners and other key stakeholders at an early stage with the assistance of consultants.

(o) Failure to satisfy expenditure commitments and licence conditions

Each tenements/licence held by the Maria Resources, and Strategic Materials is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, there is a risk that the Company could lose title to or its interest in the tenements/licences if conditions are not met or if insufficient funds are available to meet expenditure commitments.

(p) Forward-looking statements

There can be no guarantee that the assumptions and contingencies on which any forward-looking statements, opinions and development timeline estimates contained in materials published by the Company are based will ultimately prove to be valid or accurate. The forward-looking statements, opinions and estimates depend on various factors, including known and unknown risks, many of which are outside the control of the Company. Actual performance of the Company may materially differ from forecast performance.

(q) Concentration risk

As at the date of this Prospectus, the Company has invested in a limited number of Investee Companies. While this is consistent with the Company's current investment strategy, it gives rise to an inherent concentration risk. Any adverse events that affect one Investee Company, in respect of its financial performance, operations or management may have a material impact on the value of the Company. The effect of such events may be greater than would be the case for a company with a more diversified investment strategy.

5.3 Industry specific risks

The following risks have been identified as being key risks relevant to the industries in which the Group operates. These risks have the potential to have a significant adverse impact on the Group and may affect the Group's financial position, prospects and price of its quoted Shares.

Technology and Research

(a) Technology

The Group's success in executing its growth strategy will depend on its ability to successfully develop or acquire technology products suitable for a commercial market. This will require management to remain at the forefront of technological developments in the industries in which it operates. There can be no assurance that the Group will successfully develop and manufacture new products or that new products will be accepted in the marketplace. If the Group does not successfully develop new products, the business, operating results and financial condition of the Group may be adversely affected.

The Group endeavours to keep itself abreast of technological developments which may impact the Group's allocation of resources. It is difficult to predict which developments will have a major effect on the market. Some decisions the Group may make on the perceived significance of certain technology and its relevance to the market may be incorrect. If the Group does not direct its resources accordingly, its ability to compete in the future could be adversely affected.

(b) Research and development

The Company has several investments in early stage research and development businesses.

The Group makes no representations that any of its (or its investments) research into, or development of, new products will be successful, that the development milestones will be achieved, or that products that are commercially exploitable will be developed.

There are many risks inherent in the development of products, particularly where the products are in the early stages of development. Projects can be delayed or fail to demonstrate any benefit or research may cease to be viable for a range of scientific and commercial reasons.

(c) Cyber risk

The Company's operations are and will continue to be reliant on various computer systems, data repositories and interfaces with networks and other systems. Failures or breaches of these systems (including by way of virus and hacking attacks) have the potential to materially and negatively impact the Company's operations. Whilst the Company has barriers, continuity plans and risk management systems in place, there are inherent limits to such plans and systems. An example of this would include a global outage of a technology provider. Further, the Company has no control over the cyber security plans and systems of third parties with which it may interface or upon whose services the Company's operations are reliant.

(d) Occupational health and safety

Due to the nature of the industries in which the Group operates and the products it develops, there is a potential risk to the health and safety of the Group's

employees, contractors, customers or members of the public. If the Group does not comply with its health and safety obligations, it may be subject to sanctions and penalties. A health and safety incident has the potential to damage the Group's reputation which could negatively affect its revenue and profitability.

(e) Dependence on outside parties

The Group heavily depends on the performance of third parties who have key roles in managing and operating its investments. The actions of these third parties are important to the overall success of the business. While the Group has processes to undertake a review of these third parties, there are risks that can significantly impact the Group's financial performance.

(f) Project Delays

Delays to the commencement or completion of work on projects have occurred from time-to-time. Delays beyond the control of the Group may occur in the future due to a variety of reasons, including changes in the scope of work, legal issues, supply of labour, scarcity of quality materials and equipment, sub-standard performance by subcontractors, accidents, natural disasters, inclement weather conditions, regulatory intervention, delays in necessary approvals, difficult site access, or industrial relations issues.

The Group's financial performance may be adversely impacted by these project delays where revenue may be recognised in a later period, or in certain circumstances the Group may be liable to the client for liquidated damages. Further, project delays may prevent or delay the Group's personnel and assets from being deployed to progress other projects.

Mineral Exploration

(g) Operating risk

The operations of the Company may be affected by various factors, including failure to locate or identify mineral systems or economic mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in economies of mining processes, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Unless and until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(h) Environmental risks

The operations and proposed activities of the Company are subject to Australian and New Zealand laws and regulations in respect to the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. The Company is committed to complying with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or

environmental incident could delay the Company's business activities and increase costs. Events, such as unpredictable rainfall or bushfires may impact on the Company's ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or noncompliance with environmental laws or regulations.

The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company's operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

(i) Landowners and access risk

Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective tenements/licences is a competitive business, in which propriety knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential.

Access to land for mining and exploration purposes can be affected by land ownership including private (freehold) land, native and local title obligations, treaty settlements, heritage obligations, pastoral lease and regulatory requirements within the jurisdictions where the Company operates.

The Company will be required to negotiate access arrangements and pay compensation to landowners, local authorities, traditional land users and others who may have an interest in the area covered by a mining tenement. The Company's ability to resolve access and compensation issues will have an impact on the future success and financial performance of the Company's operations. If the Company is unable to resolve such compensation claims on economic terms, this could have a material adverse effect on the business, results or operations and financial condition of the Company and any delays or costs in respect of conflicting third-party rights, obtaining necessary consents, or compensation obligations, may adversely impact the Company's ability to carry out exploration or mining activities within the affected areas. Access to land for exploration purposes can be affected by land ownership, nature reserves and national parks, government regulation and environmental restrictions.

Access is critical for exploration and development to succeed and the ability to be able to negotiate satisfactory commercial arrangements with landowners, farmers and occupiers is often essential. Any delays or costs in respect of conflicting third party rights (for example, in relation to the assignment of any access agreements or the relocation of existing infrastructure on any existing miscellaneous licences that overlap with a tenement), obtaining necessary consents, or compensation obligations, may adversely impact the Company's ability to retain the Projects and carry out exploration or mining activities within the affected areas.

Rights to mineral tenements/licences carry with them various obligations in regard to minimum expenditure levels and responsibilities in respect of third party interests, the environment and safety. Failure to observe these requirements could prejudice the right to maintain the access rights to a given area.

(j) Native title claims and Aboriginal heritage

In the future if the existence of native title claims occur over the area covered by any tenements in Western Australia, or a subsequent determination of native title over the area occurs, this will not impact the rights or interests of the holder

provided any tenement has been or will be validly granted in accordance with the Native Title Act.

If any tenements were not validly granted in compliance with the Native Title Act, this may have an adverse impact on the Company's activities. The Company is not aware of any circumstances to indicate that any of its tenements in Western Australia were not or will not be validly granted in accordance with the Native Title Act.

The grant of any future tenure to the Company over areas that are covered by registered claims or determinations will likely require engagement with the relevant claimants or native title holders (as relevant) in accordance with the Native Title Act. The Directors will closely monitor the potential effect of native title claims involving any tenements in which the Company has or may have an interest.

There remains a risk that additional Aboriginal sites may exist on the land the subject of a tenement. The existence of such sites may preclude or limit mining activities in certain areas of the Company's tenements.

(k) Climate change

There are a number of climate-related factors that may affect the Company's business. Climate change or prolonged periods of adverse weather and climatic conditions (including floods, hail, drought, water, scarcity, temperature extremes, frosts, earthquakes and pestilences) may have an adverse effect on the Company's ability to access its projects and therefore the Company's ability to carry out exploration activities.

Changes in policy, technological innovation and consumer or investor preferences could adversely impact the Company's business strategy, particularly in the event of a transition (which may occur in unpredictable ways) to a lower-carbon economy.

(l) Occupational health and safety

Site safety and occupational health and safety outcomes are a critical element in the reputation of the Company. While the Company has a strong commitment to achieving a safe performance on site a serious site safety incident could impact upon the reputation and financial outcomes for the Company.

Failure to comply with applicable regulations or requirements may result in significant liabilities, to suspended operations and increased costs.

Industrial accidents may occur in relation to the performance of the Company's services. Such accidents, particularly where a fatality or serious injury occurs, or a series of such accidents occurs, may have operational and financial implications for the Company which may negatively impact on the financial performance and growth prospects for the Company.

(m) Unforeseen expenses

The Company's cost estimates and financial forecasts include appropriate provisions for material risks and uncertainties and are considered to be fit for purpose for the proposed activities of the Company. If risks and uncertainties prove to be greater than expected, or if new currently unforeseen material risks and uncertainties arise, the expenditure proposals of the Company are likely to be adversely affected.

5.4 General investment risks

The business activities of the Group are subject to various general economic and investment risks that may impact the future performance of the Group. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Group and cannot be mitigated. There are a number of general economic and investment risk factors that apply to companies generally and may include economic, financial, market or regulatory conditions. These risk factors include, but are not limited to, the following:

(a) Future capital requirements

The Group's ongoing activities may require further financing in the future for its business activities, in addition to amounts raised pursuant to the Offers. Any additional equity financing may be dilutive to Shareholders or may be undertaken at lower prices than the existing Share price. Any equity or debt financing may involve restrictive covenants which limit the Company's operations and business strategy.

Although the Directors believe that additional capital can be obtained, there cannot be any assurance that appropriate capital or funding, if and when needed, will be available on terms favourable to the Group or at all. Further, there is a risk that the financiers under existing finance arrangements may be adversely affected by economic or other matters outside of the Group's control which may delay or impede the drawdown of funds when required.

If the Group is unable to obtain additional financing or drawdown existing financing as needed, it may be required to reduce, delay or suspend its operations, which may result in a material adverse effect on the Group's activities and its ability to continue as a going concern.

(b) Potential acquisitions

The Company may pursue other strategic acquisitions in the course of its business. Growth through acquisition entails numerous operational and financial risks. These risks include, but are not limited to, poor integration of the acquired businesses, entry into market segments with more risk than existing operations, and loss of managerial focus on existing businesses. These risks may have an adverse impact on the Company's financial performance.

Future growth of sales is dependent upon many factors. There is no assurance of growth in sales is sustainable or indicative of future growth, profitability or ability to pay dividends; nor is there any assurance that the revenue will increase in response to research and development, marketing or promotional activities undertaken by the Group.

(d) Liquidity and volatility

There is a risk that, particularly in times of security market turbulence or negative investor sentiment, there will not be a highly liquid market for Shares or that the price of Shares may decrease considerably. There may be relatively few buyers or sellers of securities on ASX at any given time and the market price may be highly volatile.

This may result in holders wishing to sell their Shares in circumstances where they may receive considerably less than the price paid for the Shares.

(e) General economic conditions

Economic conditions, both domestic and global, may affect the performance of the Group. Factors such as fluctuations in currencies, commodity prices, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs and share market prices. The Group's future possible revenues and securities prices can be affected by these factors, all of which are beyond the control of the Group and its Directors.

(f) Equity market conditions

Shares listed on a securities market, and in particular shares of small companies at earlier stages of commercial development, can experience price and volume fluctuations that are often unrelated to the operating performances of such companies. The market price of Shares may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. These security market conditions may affect the value of Shares regardless of the Group's operating performance.

General factors that may affect the market price of Shares include economic conditions in both Australia and internationally, investor sentiment, local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.

(g) General changes in legislation and government policy

Any material adverse changes in relevant government policies or legislation of Australia or internationally may affect the viability and profitability of the Group, and consequent returns to investors.

(h) Investment risk

The Options offered pursuant to this Prospectus should be considered speculative. There cannot be any assurance as to the Share price being at a level which makes the conversion of the Options commercially feasible.

Eligible Shareholders must make their own assessment of the likely risks and determine whether an investment in the Company is appropriate having regard to their own particular circumstances.

(i) Insurance

The Group adequately insures its operations in accordance with industry practice. However, in certain circumstances, the Group's insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or only partially covered by insurance could have a material adverse effect on the business, financial condition and results of the Group.

(j) Force majeure

Force majeure is a term used to refer to an event beyond the control of a party claiming that the event has occurred. These include, but are not limited to, acts of God, fire, flood, earthquakes, war and strikes. To the extent that force majeure events occur, they may adversely affect the Group's financial performance, the value and price of Shares and the Group's ability to operate.

(k) Taxation

The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each prospective investors. Investors are urged to obtain independent professional advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by the law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

(l) Other

Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of the Company.

Additional Information

6.1 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 is subject to regular reporting and disclosure obligations.

As a listed public company, the Company is subject to continuous disclosure requirements under the Corporations Act and the Listing Rules which require it to notify ASX of any information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of the Company's securities, subject to certain exceptions.

This Prospectus is a "transaction specific prospectus" to which the rules under section 713 of the Corporations Act apply. Accordingly, a "transaction specific prospectus" is only required to contain information in relation to the effect of the issue of securities in the 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.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company that 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 subscribe for Securities under this Prospectus.

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) above 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 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.

6.2 Documents available for inspection

The Company has lodged the following announcements with ASX since the lodgement of the Company's latest annual financial report (on 29 August 2025) and before lodgement of this Prospectus with ASIC:

Date	Title of announcement
19 May 2026	SOR Targets First Breath-Powered Phone Call
28 April 2026	SOR Quarterly Update and Appendix 4C
27 February 2026	Half Yearly Report and Accounts
27 February 2026	Appendix 4D
17 February 2026	Appendix 3X (correction)
29 January 2026	SOR EdgeiQ First Commercial Pilot Deployment
28 January 2026	SOR Quarterly Update and Appendix 4C
2 January 2026	Appendix 3Z
2 January 2026	Appendix 3X
2 January 2026	Board Restructure
28 November 2025	Appendix 3Y x 3
28 November 2025	Cleansing Notice
28 November 2025	Application for quotation of securities – SOR
28 November 2025	Notification regarding unquoted securities – SOR
28 November 2025	Notification of cessation of securities – SOR
25 November 2025	Results of Meeting
24 November 2025	SOR AGM Presentation 2025
31 October 2025	SOR Quarterly Update and Appendix 4C
23 October 2025	Notice of Annual General Meeting/Proxy Form
25 September 2025	Energy Ink Achieves Key Step Toward Global Collaboration
15 September 2025	Change of Registered Address

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

Copies of documents released to ASX in relation to the Company (listed above and any future announcements) may be obtained from the Company's website, https://www.strategicelements.com.au/investors/, or on the ASX market announcements platform using the Company's ASX code 'SOR'.

6.3 Design and distribution obligations

The product design and distributions obligations under the Corporations Act (DDO Obligations) took effect from 5 October 2021. The DDO Obligations are intended to help consumers obtain appropriate financial products by requiring issuers and distributors to have a consumer-centric product. The DDO Obligations require product issuers to make publicly available a target market determination that explains the target market for certain securities, any distribution conditions and any information related to reviewing and monitoring conduct in relation to the target market determination.

The Company has prepared a target market determination in respect of the Options offered under this Prospectus which is available on the Company's website at https://www.strategicelements.com.au/investors/.

6.4 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Securities.

6.5 Market prices of existing Shares on ASX

The highest and lowest closing market prices of the Shares on ASX during the three months of trading preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest: $0.049 on 14 April 2026 date.

Lowest: $0.033 on 6 May 2026 date.

The latest available market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.036 per Share on 19 May 2026.

6.6 Substantial Shareholders

Based on publicly available information as at the date of this Prospectus, no Shareholders of the Company together with their Associates, have a relevant interest in 5% or more of the Shares on issue.

6.7 Directors' Interests

(a) Holdings

The table below sets out the Directors' relevant interests in the securities of the Company as at the date of this Prospectus:

Name of Director	Shares	Options	Performance Rights
Charles Murphy	14,675,930	Nil	5,680,000
Elliot Nicholls	11,477,678	Nil	4,120,000
David Lim	5,799,367	2,125,000	1,850,000

(b) Participation in the Offers

All Directors of the Company intend to participate in the SPP Share Offer. Any participation by Directors in the SPP Option Offer will be subject to the Company

seeking shareholder approval for the issue of those New Options to the Directors, if the Directors elect to participate in the SPP Option Offer.

The Company's Constitution provides that the Directors may be paid for their services as directors of the Company.

A Director may be paid fees or other amounts as the Directors determine, where that Director performs duties or provides services outside the scope of their normal duties. A Director may also be reimbursed for out-of-pocket expenses incurred because of their directorship or any special duties.

The Company also pays premiums to insure all of the Directors against liabilities for costs and expenses incurred by them in defending legal proceedings arising from their conduct while acting in the capacity as director of the Company.

The table below sets out the current remuneration payable to each Director as well as the aggregate remuneration paid by the Company to each Director in the past two financial years.

Director	Current remuneration	2025 annual remuneration	2024 annual remuneration
Charles Murphy	$307,000
(comprising $282,000 fixed, $25,000 variable)	$388,767
(comprising $282,000 fixed, $25,000 variable, $16,699 expensed performance rights, $65,068 shares in lieu)	$328,562
(comprising $282,000 fixed, $25,000 variable, $21,562 expensed performance rights)
Elliot Nicholls	$237,000
(comprising $212,000 fixed, $25,000 variable)	$302,615
(comprising $212,000 fixed, $25,000 variable, $16,699 expensed performance rights, $48,916 shares in lieu)	$258,562
(comprising $212,000 fixed, $25,000 variable, $21,562 expensed performance rights)
David Lim³	$195,000
(comprising $170,000 fixed, $25,000 variable)	Nil	Nil
Total	$739,000	$691,382	$587,124

Notes:

All amounts in the table above are exclusive of superannuation.
Details of audited remuneration of the Directors were obtained from the Company's 2025 Annual Report and are comprised of remuneration for the financial years ended 2025 and 2024.
David Lim was appointed as a Director on 31 December 2025 and accordingly, did not receive remuneration as a director for the financial years ended 2025 and 2024.
Remuneration amounts referred to above are inclusive of amounts paid to a related party where that related party performed work for the Company.

Further information on the remuneration and other benefits received by the Directors over the last two years is set out in the Company's 2025 and 2024 annual reports, copies of which are available from ASX market announcements platform (https://www.asx.com.au/) using the Company's ASX code 'SOR'.

(d) Other interests

Other than as set out below or elsewhere in this Prospectus, no Director has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offers pursuant to this Prospectus; or
(c) the Offers,

and no amounts have been paid or agreed to be paid (in cash or Securities or otherwise) to any Director or to any firm in which any such Director is a partner or director, either to induce them to become, or to qualify them as, a Director or otherwise for services rendered by them or by the firm in connection with the formation or promotion of the Company or the Offers.

6.8 Interests of experts and advisers

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

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offers; or
(c) the Offers,

and no amounts have been paid or agreed to be paid (whether in cash, Securities or otherwise), and no other benefit has been given or agreed to be given, to any of those persons for services provided by those persons in connection with the formation or promotion of the Company or the Offers.

Lavan has acted as the solicitors to the Company in relation to the Offers. The Company estimates it will pay Lavan approximately $35,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Lavan has been paid fees totalling $53,263.50 (excluding GST and disbursements) for legal services provided to the Company.

6.9 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of the Securities), the 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) has not authorised or caused the issue of this Prospectus;
(b) does not make, or purport to make, any statement in this Prospectus, nor is any statement made in this Prospectus based on any statement by any of those parties other than as specified in this Section 6.9; and
(c) in light of the above, only to the maximum extent permitted by law, expressly disclaims and takes 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 6.9.

The following persons have given their written consent to be named in the Prospectus in the form and context in which they are named and to the inclusion of a statement or report in this Prospectus in the form and context in which it is included:

Party	Role	Statement or report in this Prospectus
Automic Pty Ltd	Share Registry	None
Lavan	Legal Adviser	None
Nexia Perth Audit Services Pty Ltd	Auditor	None – conducted the audit of the 2024 and 2025 financial years, referred to in Section 6.7

6.10 Expenses of the SPP and Offers

The expenses of the SPP and the Offers are expected to comprise the following estimated costs, exclusive of GST:

Expense	50% subscription to SPP and SPP Shortfall Offer	100% subscription to SPP	Oversubscription to SPP up to $2.5m cap
ASIC fees	$3,206	$3,206	$3,206
ASX fees	$4,355	$6,292	$12,104
Legal fees	$35,000	$35,000	$35,000
Miscellaneous expenses²	$16,000	$16,000	$16,000
TOTAL	$58,561	$60,498	$66,310

Notes:

The figures are exclusive of GST.
Miscellaneous expenses include printing, distribution and registry costs.

The estimated expenses will be paid out of the Company's existing cash reserves.

6.11 Litigation

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

6.12 Electronic Prospectus

ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus and the Application Form. If you have not, please phone the Company Secretary on +61 8 9278 2788 or the Share Registry on +61 8 9315 2333 and the Company will send you, free of charge, either a hard copy or a further electronic copy of the Prospectus, or both.

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 Prospectus or any of those documents were incomplete or altered.

6.13 Information excluded from continuous disclosure notices

As at the date of this Prospectus, there is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules other than as is set out in this Prospectus.

6.14 Related Party Transactions

There are no related party transactions entered into that have not otherwise been disclosed in this Prospectus.

6.15 Financial Forecasts

The Directors have considered the applicable laws and do not believe that they have a reasonable basis to include forecast future earnings in this Prospectus, on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast.

6.16 Taxation

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Securities.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Securities.

6.17 Pooled Development Fund

The Company is a registered pooled development fund. The Pooled Development Fund Programme was established by the Australian Federal Government to develop the market for private venture capital for expanding small to medium enterprises (Investee Companies) and to provide a concessional tax regime to encourage such investments.

The Company as a Pooled Development Fund aims to invest capital in Australian small to medium exploration and materials companies, which represent a high risk, high return scenario. Investments by the Company will at all times be subject to the PDF Act and the Pooled Development Fund Registration Board (PDF Board). Most Pooled Development Fund shareholders are exempt from income and capital gains tax on any profit from the sale of their Pooled Development Fund shares. Additionally, despite the Pooled Development Fund tax rate concessions, Pooled Development Funds can pass on franking credits at the 30% tax rate, which allows the investors to benefit from additional franking credits.

Pooled Development Fund shareholders receiving franked dividends can choose to either be exempt from income tax (or forgo the franking credits) or assess the income in the normal fashion (including franking credits). Australian resident Pooled Development Fund shareholders are exempt from income tax on unfranked dividends. Non-resident Pooled Development Fund shareholders are exempt from withholding tax on PDF distributions. The cost of gearing into a Pooled Development Fund cannot be claimed as an investment expense for income tax purposes.

The extent of the above tax concessions and rebates to Pooled Development Funds and Pooled Development Fund shareholders depends upon a number of factors including, the source of the Pooled Development Fund income, the tax rate applicable to the Pooled Development Fund shareholder and the extent of franking on any dividends paid by the Pooled Development Fund.

The rules governing Pooled Development Funds are set out in the PDF Act, which provides for the registration of companies as Pooled Development Funds. If a Pooled Development Fund does not comply with these rules its registration as a Pooled Development Fund may be revoked by the PDF Board, in which case it and its shareholders will lose the tax concessions that attach to an investment in a Pooled Development Fund with effect from and including the beginning of the financial year in which the Pooled Development Fund's registration is cancelled. The Company has adopted these rules in its investment plan.

The main rules which a Pooled Development Fund company must comply with are as follows:

a Pooled Development Fund must comply with an approved investment plan;
no shareholder (together with that shareholder's associates) may hold more than 30% of the shares in a Pooled Development Fund without the approval of the PDF Board;
a Pooled Development Fund must acquire not less than 10% of the issued shares in an Investee Company in which it invests;
the Pooled Development Fund must not invest in retail sale operations, acquisition or disposal of an interest in land or development of land
a Pooled Development Fund must not invest more than 30% of its total funds in any one Investee Company; and
a Pooled Development Fund must not invest in businesses with over $50,000,000 in assets.

In addition to these rules the PDF Act:

permits Pooled Development Funds to buy-back their own shares and to return capital to their shareholders, subject to a waiting period of two years;

permits Pooled Development Funds (subject to certain restrictions) to make loans to an Investee Company in which the Pooled Development Fund already holds shares, subject to a maximum of 20% of a Pooled Development Funds capital base;
permits (subject to certain restrictions) Pooled Development Funds to invest in non-transferable options to acquire shares in Investee Companies in which the Pooled Development Fund already holds shares;
provides the PDF Board with the power to revoke registration of Pooled Development Funds that do not comply with provisions of the PDF Act; and
provides for compliance and performance monitoring of Pooled Development Funds by the PDF Board through regular and comprehensive reporting requirements.

In accordance with the objectives of the PDF Act, some constraints apply to investments which may be made by a Pooled Development Fund. These constraints are intended to provide some defence against risk and can be summarised as follows:

unless the PDF Board otherwise approves, a Pooled Development Fund may invest only in newly issued ordinary shares in Australian companies. Alternatively, a Pooled Development Fund may invest in certain other unregulated investments (for example deposits and other investments with certain banks);
a Pooled Development Fund must invest at least 65% of its capital within 5 years of the capital being raised;
unless the PDF Board approves otherwise, immediately after the Pooled Development Fund makes an investment it must hold at least 10% of the capital of the Investee Company in which it has invested (or have invested a minimum of $500,000); and
a Pooled Development Fund may not borrow money.

Please refer to the PDF Act for more details.

6.18 CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement Pty Limited, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules.

The Company will not issue certificates to security holders. Rather, holding statements (similar to bank statements) will be dispatched to security holders as soon as practicable after issue.

Holding statements will be sent either by CHESS (for security holders who elect to hold Securities on the CHESS sub-register) or by the Company's share registry (for security holders who elect to hold their Securities on the issuer sponsored sub-register). The statements will set out the number of Securities issued under this Prospectus and the Holder Identification Number (for security holders who elect to hold Securities on the CHESS sub register) or Shareholder Reference Number (for security holders who elect to hold their Securities on the issuer sponsored sub-register). Updated holding statements will also be sent to each security holder following the month in which the balance of their security holding changes, and also as required by the Listing Rules and the Corporations Act.

7. Directors' Statement

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

This Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Signed for and on behalf of the Company:

Charles Murphy
Managing Director

Date: 20 May 2026

8. Glossary of Terms

The following definitions apply in this Prospectus, unless the context requires otherwise:

$ means Australian dollars.

AAM means Australian Advanced Materials Pty Ltd (ACN 145 449 878).

Applicant means a person who applies for Securities pursuant to the Offers.

Application means a valid application for Securities offered under this Prospectus.

Application Form means a valid application form in relation to an Offer.

ASIC means the Australian Securities and Investments Commission.

ASTC means the ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532).

ASTC Settlement Rules means the operating rules of the ASTC.

Associate has the meaning given to that term in sections 10 to 17 of the Corporations Act.

ASX means ASX Limited (ACN 008 624 691), including the financial market operated by it known as the Australian Securities Exchange.

ASX Settlement means ASX Settlement Pty Limited (ACN 008 504 532).

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

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

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

Business Day has the meaning ascribed to it in the Listing Rules.

Closing Date means the date specified in the Timetable.

Cognition Engines means Cognition Engines Pty Ltd (ACN 650 782 282).

Company or SOR means Strategic Elements Limited (ACN 122 437 503).

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

Corporations Act means the Corporations Act 2001 (Cth).

Company Secretary means the company secretary of the Company.

Director
means a director of the Company.

Eligible Shareholder
means an eligible shareholder for the purposes of the SPP, being:

a) a registered holder of Shares on the Record Date;
b) has a registered address in Australia or New Zealand as shown in the Share Registry;
c) not in the United States or a US Person or acting for the account of or benefit of a US Person; and
d) eligible under all applicable securities laws to receive the SPP Share Offer.

Group
means the corporate group comprising the Company, its wholly investee companies AAM, Stealth Technologies, Cognition Engines and Maria Resources, and any future subsidiaries.

GST
means goods and services tax levied under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Instrument 2026/94
means ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2026/94.

Investee Company
has the meaning given to that term under Section 6.17.

Listing Rules
means the official listing rules of ASX.

Maria Resources
means Maria Resources Pty Ltd (ACN 150 339 469).

Market Transfer
means:

(a) a transfer of shares in the Company where the transfer is pursuant to or connected with a transaction entered into on the stock market operated by the ASX and for the avoidance of doubt includes a proper ASTC transfer (as that term is defined in the Corporations Regulations 2001 (Cth)); or
(b) (b) an allotment of Shares in the Company as a result of the exercise of any rights, options or convertible notes where such rights, options or notes are traded on a market operated by the ASX.

Native Title Act
means the Native Title Act 1993 (Cth).

New Option
means an Option offered under the SPP Option Offer.

New Share
means a Share offered under the SPP.

Offers
means the offers made under this Prospectus, being the SPP Option Offer and the SPP Shortfall Offer.

Offer Document
means the offer document made pursuant to section 708AA of the Corporations Act the SPP is conducted under.

Offer Period
means the period that the Offers are open, being the period between the Opening Date and the Closing Date.

Opening Date
means the date specified in the Timetable unless varied.

Option
means an option issued under this Prospectus on the Option Terms.

Option Terms
means the terms applicable to the Options set out in Section 4.2.

PDF Act
has the meaning given to that term under Section 9.2(b).

PDF Board
has the meaning given to that term under Section 6.17.

PDF Regulations
means the Pooled Development Funds Regulations 2018.

Pooled Development Fund
means a company registered as a Pooled Development Fund under the PDF Act.

Prospectus
means this prospectus, including any supplementary or replacement prospectus issued in relation to it.

Prospectus Date
means the date of this Prospectus, being the date that this Prospectus is lodged with ASIC, as stated in the ‘Important Information’ section on page i of this Prospectus.

Record Date
means the day at which the eligibility of Shareholders participate in the SPP Share Offer was determined, being Tuesday, 19 May 2026.

Related Bodies Corporate
has the meaning given to that term in the Corporations Act.

Section
means a section of this Prospectus.

Security
means a Share or an Option.

Share
means a fully paid ordinary share in the capital of the Company.

Shareholder
means a registered holder of a Share.

Share Purchase Plan or SPP
means the 2026 Share Purchase Plan established by the Company under the SPP Instrument in accordance with the SPP Terms.

Share Registry
means the Company’s share registry, being Automic Pty Ltd (ACN 152 260 814).

Shortfall
means the New Shares and corresponding attaching New Options offered under the SPP for which valid applications are not received from Eligible Shareholders before the Closing Date.

Shortfall Options
means the Options offered pursuant to the SPP Shortfall Offer on the Option Terms.

Shortfall Securities
means the Shortfall Shares and Shortfall Options offered pursuant to the SPP Shortfall Offer.

Shortfall Shares
means the Shares offered pursuant to the SPP Shortfall Offer.

SPP Instrument
means the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/257.

SPP Option Offer
means an offer under this Prospectus to SPP Participants of up to 71,428,571 New Options for nil consideration, on the basis of one New Option for every New Share issued to investors under the SPP.

SPP Participant
has the meaning given to that term in section 1.2(a).

SPP Share Offer
means an offer under the Offer Document to Eligible Shareholders to subscribe for up to $30,000 New Shares at an issue price of $0.035 per New Share under the SPP.

SPP Shortfall Offer
means an offer of up to 28,571,428 Shortfall Shares at an issue price of $0.035 per share, together with up to 28,571,428 Shortfall Options for nil consideration, on the basis of one Shortfall Option for every one Shortfall Share subscribed for.

Stealth Technologies
means Stealth Technologies Pty Ltd (ACN 609 056 797).

Strategic Materials
means Strategic Materials Pty Ltd (ACN 140 631 732)

Timetable
means the indicative timetable for the Offers as set out in the Key Information section of this Prospectus.

US Person
means a person with a registered address in or normally resident in the United States.

Voting Power
has the meaning given to that term in the Corporations Act.

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STRATEGIC ELEMENTS LIMITED — Share Issue/Capital Change 2026

65836_rns_2026-05-19_310990f1-f6a7-4ed3-a207-60981587a081.pdf

TRANSACTION SPECIFIC PROSPECTUS

Offers

IMPORTANT NOTICES

Introduction

Target market determination

Risk factors

Transaction specific prospectus

Restrictions on distribution

Prospectus availability

Publicly available information

No investment or financial product advice

Disclaimer of representations

Forward-looking statements

Privacy

No cooling off rights apply to the Offers

Governing law

Meaning of terms

Currency

Time

Indicative Timetable

Key SPP and Offer details

General enquiries

1. Details of the Offers

1.1 SPP

(a) SPP Share Offer

(b) SPP Instrument

(c) Lead manager and underwriting

1.2 SPP Option Offer

(a) Offer

(b) Number of Options offered

1.5 Purpose of the Offers

1.6 Purpose of Prospectus

(a) SPP Instrument

(b) Instrument 2026/94

1.7 Opening and Closing Date for Offers

1.8 No general public offer

1.17 Withdrawal

1.18 Restriction on the distribution of this Prospectus

2. Effect of the Offers

2.1 Purpose of the Offers

2.2 Effect on capital structure

2.3 Effect on control

2.4 Effect on financial position

3.1 How to apply for new Securities

3.2 Offer Period

3.3 Application Form is binding

3.4 Representations you will be taken to have made by accepting the Offers

3.5 Privacy Act

3.6 Queries concerning the Offers

4.1 Attaching to the Shares

5.1 Introduction

5.2 Company specific risks

(a) Investment Company

(b) Status as a Pooled Development Fund

(n) Exploration and development risk

(o) Failure to satisfy expenditure commitments and licence conditions

(p) Forward-looking statements

(q) Concentration risk

5.3 Industry specific risks

Technology and Research

(a) Technology

(b) Research and development

(c) Cyber risk

(d) Occupational health and safety

6.1 Continuous disclosure obligations

6.2 Documents available for inspection

6.3 Design and distribution obligations

6.4 Determination by ASIC

6.5 Market prices of existing Shares on ASX

6.6 Substantial Shareholders

6.7 Directors' Interests

(a) Holdings

(b) Participation in the Offers

6.10 Expenses of the SPP and Offers

Notes:

6.18 CHESS

7. Directors' Statement

STRATEGIC ELEMENTS LIMITED Share Issue/Capital Change 2026