SUN SILVER LIMITED — Capital/Financing Update 2024

Aug 20, 2024

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21[st] August 2024

Terms and Conditions of Unlisted Options

Sun Silver Limited (ASX Code: SS1 ) (“ Sun Silver ” or “ the Company ”) refers to the Appendix 3G lodged with ASX earlier today in relation to the issue of unlisted options.

The terms and conditions of the unlisted options are attached.

The announcement has been authorised for release to the ASX by the Board.

ENDS

For more information:

Investors: Gerard O’ Donovan Executive Director Sun Silver E: godonovan@sunsilver.com.au

Media: Nicholas Read Read Corporate Phone: +61 419 929 046 E: nicholas@readcorporate.com.au

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Sun Silver Limited

1/1 Tully Road, East Perth Western Australia 6004

info@sunsilver.com.au www.sunsilver.com.au

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Terms and Conditions of Unlisted Options

1. ( Entitlement ): Subject to the terms and conditions set out below, each Option entitles the holder to the issue of one fully paid ordinary share in the capital of the Company ( Share ).

2. ( Issue Price ): The Options are issued for nil cash consideration.

3. ( Exercise Price ): The Options are exercisable at $1 each.

4. ( Expiry Date ): Each Option will expire at 5.00pm (AWST) on the date that is 3 years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

5. ( Exercise Period ): The Options are exercisable at any time and from time to time on or prior to the Expiry Date.

6. ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

1. ( Issue of Shares ): As soon as practicable after the valid exercise of an Option, the Company will:

   • (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;

   • (b) issue a substitute Certificate for any remaining unexercised Options held by the holder;

   • (c) if required, and subject to clause 8, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

   • (d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

2. ( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, then the Company must, no later than 15 business days after the Exercise Date, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares forming part of the Shares issued on exercise of the Options by the holder after the Exercise Date does not require disclosure to investors.

3. ( Ranking ): All Shares issued upon the exercise of Options will upon issue rank equally in all respects with other Shares.

4. ( Transferability of the Options ): The Options are not transferable, except with the prior written approval of the Company at its sole discretion and subject to compliance with the Corporations Act and Listing Rules.

5. ( Dividend rights ): An Option does not entitle the holder to any dividends.

6. ( Voting rights ): An Option does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

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Sun Silver Limited

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1. ( Quotation of the Options ): The Company will not apply for quotation of the Options on any securities exchange.

2. ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holder will be varied in accordance with the Listing Rules.

3. ( Entitlements and bonus issues ): An Option does not entitle the holder to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

4. ( Return of capital rights ): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

5. ( Rights on winding up ): The Options have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

18. ( Takeovers prohibition ):

• (a) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

• (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

1. ( Change in exercise price ): An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

2. ( No other rights ) An Option does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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Sun Silver Limited