SUPERIOR RESOURCES LIMITED — Share Issue/Capital Change 2025

Nov 12, 2025

Prospectus

Superior Resources Limited

ACN 112 844 407

For an offer of 1,000 Shares to a person nominated by the Directors and made for the purposes of section 708A(11)(b)(i) of the Corporations Act.

ASX Code: SPQ

This Prospectus provides important information about the Company. You should read the entire document. If you have any questions about the securities being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in securities offered under this Prospectus is highly speculative.

This Prospectus is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This Prospectus is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

Important Notice

This Prospectus is dated 13 November 2025 and was lodged with ASIC on that date. Application will be made to ASX for quotation of the New Shares offered under this Prospectus within 7 days of this date.

Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Nature of this Prospectus

The New Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

This Prospectus is a ‘transaction specific prospectus’ to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to an offer of securities in a class which has been continuously quoted by ASX in the 3 months prior to the date of the prospectus. In general terms ‘transaction specific prospectuses’ are only required to contain information in relation to the effect of the issue of New Shares on the Company and the rights attaching to the New Shares. 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 Company.

This Prospectus contains information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in it. It does not include all of the information that would be included in a prospectus for an initial public offer.

Prospectus availability

A copy of this Prospectus during the Offer period on the Company’s website at superiorresources.com.au or by contacting the Company. If you access an electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus.

The electronic copy of this Prospectus available from the Company’s website will not include a personalised Application Form. Persons to whom the Offer is made will only be able to accept the Offer by completing the personalised Application Form which accompanies this Prospectus.

restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are residents in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer.

Disclaimer of representations

No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus.

Forward looking statements

This Prospectus contains forward looking statements that, despite being based on the Company’s current expectations about future events, are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors. These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forwardlooking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in section 6 of this Prospectus. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘believe’, ‘should’, ‘will’, ‘may’ and similar expressions.

Privacy

Please read the privacy information located in section 6.3 of this Prospectus. By submitting an Application Form, you consent to the matters outlined in that section.

Definitions

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

Enquiries

If you have any questions please contact the Company at manager@superiorresources.com.au. Alternatively, consult your broker, accountant or other professional adviser.

Foreign jurisdictions

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these

Prospectus 13 November 2025 (KPC00186883-004).docx

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Table of Contents

• 1 TIMETABLE TO THE OFFER ................................................................................ 4 2 KEY OFFER TERMS AND CAPITAL STRUCTURE .......................................................... 4 3 INVESTMENT OVERVIEW AND KEY RISKS ................................................................. 5 4 PURPOSE AND EFFECT OF THE OFFER ................................................................... 7 5 RISK FACTORS................................................................................................ 8 6 DETAILS OF THE OFFER ................................................................................... 11 7 RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................ 12 8 ADDITIONAL INFORMATION ............................................................................... 15 9 DIRECTORS' RESPONSIBILITY AND CONSENT ........................................................... 20 10 GLOSSARY ................................................................................................... 21

Corporate Directory

Directors

Mr Carlos Fernicola Chairman Mr Peter Hwang Managing Director Mr Simon Pooley Non- executive Director

Company Secretary

Mr Carlos Fernicola

Website

superiorresources.com.au

Registered Office

Suite 3, Level 1 5 Gardner Close Milton, Queensland Tel: +61 7 3847 2887 Email: manager@superiorresources.com.au

Share Registry*

MUFG Corporate Markets (AU) Limited Liberty Place, Level 41 61 Castlereagh Street SYDNEY NSW 2000

Auditor*

William Buck (Qld)

Solicitor to the Offer

Atkinson Corporate Lawyers

*This party is named for informational purposes only and was not involved in the preparation of this Prospectus.

Prospectus 13 November 2025 (KPC00186883-004).docx

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1 TIMETABLE TO THE OFFER

The Offer will open on 13 November 2025 and close on 20 November 2025, or such other date at the Directors determine.

2 KEY OFFER TERMS AND CAPITAL STRUCTURE

Shares currently on issue 2,324,982,695 New Shares offered under this Prospectus 1,000 Issue price per New Share $0.01 Amount raised under this Prospectus (before costs) $10 Total Shares on issue following the Offer 2,324,983,695 Total Options on issue following the Offer 183,366,482

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Prospectus – Superior Resources Limited

3 INVESTMENT OVERVIEW AND KEY RISKS

This information is a selective overview only. Prospective investors should read the Prospectus in full before deciding to invest in New Shares.

		Where to find
Question	Response	more
		information
What is the	The purpose of this Prospectus is to make an offer of	Section 4
purpose of	Shares, so that section 708A(11)(b)(i) is satisfied and
this	Shares issued by the Company prior to this Prospectus
Prospectus?	being lodged with ASIC can be offered for sale without
	disclosure.
What is the	1,000 New Shares.	Section 6.1
Offer?
Who is the	The Offer is made to persons nominated by the Directors	Section 6.1
Offer made	and to whom the Company can issue securities without
to?	Shareholder approval.
How will the	The Offer will raise $10, which will be used towards the
proceeds of	costs of the Offer.
the Offer be
used?
What are the	An investment in the Company has risks that you should	Section 5
key risks of a	consider before making a decision to invest. These risks
subscription	include:
under the Offer?	(a) Funding risk – the Company is a junior mineral explorer that is reliant on raising new capital or
	farming out projects to fund exploration
	programs. There is a risk that the Company may
	not, for reasons outside its control, be able to
	raise sufficient funds to complete the proposed
	exploration programs.
	(b) The Company’s projects are exploration and
	early-stage development projects that require
	significant work programs, including exploration
	and studies prior to development and
	production. There are significant risks that the
	proposed exploration and early-stage
	development programs may not result in

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Prospectus – Superior Resources Limited

							Where to find
Question	Response						more
							information
		economically	feasible	outcomes	for	the
		commencement of production operations.
	(c)	General market conditions – the			Company’s
		Share price is	subject	to a variety	of factors
		which are outside the Company’s control.
What will be	The Offer will not have any effect on control of					the	Section 4.4
the effect of	Company.
the Offer on
control of the
Company?
How can I	Contact	the		Company		at
obtain further	manager@superiorresources.com.au. Alternatively,
information?	consult	your adviser.

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Prospectus – Superior Resources Limited

4 PURPOSE AND EFFECT OF THE OFFER

4.1 Introduction

On 15 October 2025 the Company issued 3,000,000 Shares ( 15 October Shares ) upon exercise of Options. The Company did not give a notice under section 708A(5) of the Corporations Act or lodge a prospectus with ASIC that complied with section 708A(11), meaning that the 15 October Shares could only, by reason of section 707, be offered for sale either with disclosure or in circumstances that required disclosure.

On 13 November 2025 the Honourable Justice Hill of the Supreme Court of Western Australia made orders validating offers for sale of the 15 October Shares.

Under this Prospectus the Company offers for issue 1,000 Shares at an issue price of $0.01.

4.2 Purpose of the Offer

The purpose of the Offer is to satisfy section 708A(11)(b)(i) of the Corporations Act so that Shares issued without disclosure can be offered for sale without disclosure.

Section 708A(11) of the Corporations Act provides that an offer of securities ( Sale Securities ) for sale within 12 months of those securities being issued without disclosure does not require further disclosure if:

• (a) the Sale Securities are in a class of securities that are quoted securities of the company; and

• (b) either:

• (i) a prospectus is lodged with ASIC on or after the day on which the Sale Securities were issued but before the day on which the sale offer is made; or

• (ii) a prospectus is lodged with ASIC before the day on which the Sale Securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the Sale Securities were issued; and

• (c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the Sale Securities.

4.3 Effect of the Offer on the Company’s securities

There will be no material effect on the Company’s securities as a result of the Offer.

4.4 Effect on control

There will be no material effect on control of the Company as a result of the Offer.

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Prospectus – Superior Resources Limited

5 RISK FACTORS

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

There are specific risks which relate directly to the Company’s business. In addition, there are general risks, many of which are largely beyond the control of the Company and the Directors. 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 New Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

5.1 Company specific risks

The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the future operating and financial performance of the Company. These risks can impact on the value of an investment in the securities of the Company. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can be effectively managed is limited.

• (a) Capital and operating costs

The Company’s operational and financial condition may vary with fluctuations in the Company’s capital and operating costs. An unanticipated increase in the Company’s capital or operating costs could have a material adverse impact on the Company’s financial condition (and any such increase could be expected to negatively impact the price or value of the Company’s securities). The Company’s main operating expenses include but are not limited to contractor costs, drilling costs, input costs and energy costs. Material changes in the costs of the Company’s operating activities as well as its cost of capital could occur as a result of unforeseen events, the occurrence of which may also adversely affect the Company’s financial condition. In past resource sector cycles, operating and capital costs have tended to increase as commodity prices have increased. The Company (like most peers in the mining and exploration industries) is currently experiencing rapidly rising operating expenses.

(b) Additional requirements for capital

The Company will require further capital in addition to the amount raised under the Offer. Any additional equity financing will dilute shareholdings, and any new or additional debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale-back the extent of its project development activities. There is however no guarantee that the Company will be able to secure any additional funding (whether debt or equity) or be able to secure funding on terms favourable to the Company.

• (c) Mineral resources and reserves uncertainty

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Prospectus – Superior Resources Limited

Estimating the quantity and quality of mineral resources and reserves is an inherently uncertain process. These estimations are expressions of judgement based on knowledge, experience and industry practice (refer to the JORC Code for further information on resource estimation). Estimates that were valid when originally made may alter significantly when additional information obtained from further resource drilling and modelling becomes available.

Any mineral resources and reserves (if applicable) the Company has stated are and will be estimates and may not prove to be an accurate indication of the quantity or quality of gold and other minerals the Company may ultimately be able to extract. Furthermore, the Company’s potential future earnings, profitability and financial condition will also likely be dependent on the successful discovery of additional resources and reserves and the commercialisation (or monetisation by sale) of these discoveries.

(d) Uncertainty of development of projects

The development of each of the Company’s projects is subject to numerous risks, including in relation to the anticipated timing and cost of development, the availability of funding to support development, and the grant of any additional permits or licences to allow for that development. The eventuality of any of these risks may adversely affect the Company’s operational performance and financial condition (and therefore, the price or value of its securities).

The Company’s short to medium-term development plans at the Company’s Steam Engine Gold Project are dependent upon the Company being able to convert the current and any future revised Mineral Resource (as that term is defined under JORC (2012)) into mineable reserves and then being able to extract the mineable reserves in a safe and profitable manner. There is a risk that unexpected challenges or delays will arise, or that ore quality will differ from the Company’s estimates, increasing the costs of production and/or resulting in lower revenue.

(e) Commodity prices

The Company’s ability to explore, develop and ultimately generate revenue from the sale of commodities from its various projects is highly dependent on the market price of the relevant commodities. Market prices of commodities fluctuate and are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for commodities, general world economic conditions, interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company's exploration, project development and production plans. If commodity prices decline precipitously, the Company may be unable to raise sufficient capital to explore or develop its projects.

(f) Licences, permits and approvals

The Company requires the grant of certain licences, permits and approvals under relevant State and Commonwealth legislation to develop and explore its exploration and development projects. Some of these licences, permits and approvals may expire periodically and will be subject to renewal. Obtaining the relevant authorisations

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Prospectus – Superior Resources Limited

may take longer than expected or may never be received. Any such material delays may adversely impact the price or value of the Company’s securities.

In addition, the regulatory processes that apply for the grant of certain senior category authorisations, such as production permits (e.g. mining leases) may trigger statutory procedures under other legislation that must be fully complied with before the authorisation can be validly granted. These statutory procedures may require reference to, or negotiation with, specific third parties such as registered native title claimants or holders and owners of real property.

There are also a number of conditions and regulatory requirements that the Company must satisfy with respect to its tenements in order to maintain its interest in those tenements in good standing, including meeting specified reporting and expenditure commitments. Consequently, the Company could lose title to, or its interest in, these assets if certain conditions are not met. If any of these risks materialise, the Company’s operational and financial condition (as well as the price or value of its securities) may be adversely affected.

(g)

Native Title and access risk

The Company’s exploration and mining activities in Australia are derived from rights and interests that are provided by validly granted mining and exploration tenements that it holds. The valid grant and renewal of these tenements are subject to compliance with statutory procedures under the Native Title Act 1993 (Cth) and associated laws relating to Native Title and aboriginal land.

The exercise of rights under validly granted tenements may be affected by laws relating to aboriginal cultural heritage, such as the Aboriginal Cultural Heritage Act 2003 (Qld) and the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth). It is possible that aboriginal sites of cultural significance may be found within tenements held by the Company, which may preclude, delay or introduce additional costs in respect of the conduct of the exploration and mining activities.

In addition, before mining operations can be conducted, the Company will need to hold or be granted a mining lease granted under the Mineral Resources Act 1989 (Qld). Before a mining lease can be granted validly with respect to native title, the Company must comply with statutory procedures under the Native Title Act 1993 (Cth), which provide registered native title claimants and registered native title holders with a right to negotiate about the grant of the mining lease. This statutory procedure may introduce delays or additional costs to the grant of the mining lease.

5.2 Industry risks

(a) Environmental risks

Environmental risks are inherent in all minerals exploration and mining operations. The Company seeks to conduct its operations and activities to the highest standard of environmental obligations, including in compliance with all relevant environment laws and regulations. The Company seeks to adopt practices which the Company believes are appropriate to minimise the potential of causing environmental damage in all the Company’s operations, but no assurance can be made that the Company will not be affected by environmental claims or associated issues in the future. The Company is unable to predict the effect on its operations of any additional or

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Prospectus – Superior Resources Limited

amended environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations on any of its tenements.

(b) 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. Significant events – such as war, acts of terrorism, loss of power, cyber security breaches or natural disasters (such as earthquakes, fire or floods or the outbreak of epidemic disease) could all materially disrupt the Company’s operations or otherwise harm its business.

(c) General risks

Changes in or the occurrence of any of the following general risks may also significantly (and adversely) impact the Company, its performance and the value or market price of the New Shares being offered under the Rights Issue:

• (i) economic conditions in Australia and internationally;

• (ii) changes in fiscal and monetary policy by governments and monetary authorities;

• (iii) changes in tax and other laws (and changes in the manner in which those taxes and other laws are administered);

• (iv) natural disasters;

• (v) COVID-19 virus;

• (vi) war or terrorist attacks;

• (vii) opposition by environmental or community groups to the Company’s activities; and

• (viii) the inability of the Company to obtain or maintain any necessary regulatory approvals.

6 DETAILS OF THE OFFER

6.1 Shares offered for subscription

By this Prospectus the Company offers 1,000 Shares at an issue price of $0.01.

The Offer is only open to persons nominated by the Directors.

All New Shares offered under this Prospectus will rank equally with existing Shares on issue. The rights and liabilities of the securities offered under this Prospectus are summarised in section 7.

6.2 Quotation

The Company will apply to ASX within 7 days after the date of this Prospectus for quotation of the securities offered by this Prospectus on ASX. If ASX does not grant permission for the quotation of the New Shares offered under this Prospectus within 3 months after the date of this Prospectus, or such longer period as modified by ASIC, none of the securities offered by

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Prospectus – Superior Resources Limited

this Prospectus will be allotted or issued. In these circumstances, all Applications will be dealt with in accordance with the Corporations Act including the return of all application monies without interest.

A decision by ASX to grant official quotation of the securities offered under this Prospectus is not to be taken in any way as an indication of ASX's view as to the merits of the Company or new securities.

Quotation, if granted, of the securities offered by this Prospectus will commence as soon as practicable after statements of holdings of the New Shares are dispatched.

6.3

Privacy

The Company collects information about each Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company’s related body corporates, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

The Corporations Act requires the Company to include information about the Shareholder (including name, address and details of the Shares held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company’s register is also used to facilitate distribution payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application. An Applicant has the right to gain access to the information that the Company holds about that person subject to certain exceptions under law. A fee may be charged for access. Such requests must be made in writing to the Company’s registered office.

6.4 Enquiries

Any queries regarding the Offer or Application Form should be directed to the Company at manager@superiorresources.com.au.

You can also contact your adviser with any queries in relation to the Offer.

7 RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

7.1 Rights and liabilities attaching to Shares

Full details of the rights and liabilities attaching to the Shares are:

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Prospectus – Superior Resources Limited

• detailed in the Constitution, a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours; and

• in certain circumstances, regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

• (a) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of members every member has one vote on a show of hands and one vote per Share on a poll. Voting may be in person or by proxy, attorney or representative.

• (b) Dividends

Except as otherwise required by the Corporations Act and to the terms on which shares are on issue and the rights and restrictions attaching to shares, the Directors may from time to time:

• (i) declare dividends (whether final or interim) to be paid to members on such terms, including the amount and the time for and the method of payment, as the Directors think fit; or

• (ii) determine that a dividend is payable, fix the amount and time for payment.

• (c) Future issues of securities

Subject to the Corporations Act and the Listing Rules, the Directors may issue, grant options over, or otherwise dispose of unissued shares in the Company at the times and on the terms that the Directors think proper and a share may be issued with preferential or special rights.

• (d) Transfer of Shares

A shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX for the purpose of facilitating transfers in Shares or by an instrument in writing in a form approved by ASX or the Board.

(e) Meetings and notices

Each shareholder is entitled to receive notice of, and to attend, general meetings for the Company and to receive all notices, accounts and other documents required to be sent to shareholders under the Constitution, the Corporations Act or the Listing Rules.

Shareholders may requisition meetings in accordance with the Corporations Act.

• (f) Liquidation rights

The Company has one class of shares on issue, ordinary shares. Each ordinary Share ranks equally in the event of liquidation.

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Prospectus – Superior Resources Limited

(g) Variation of rights

Subject to the Corporations Act and Listing Rules, the rights attached to the Shares may be varied in accordance with the Corporations Act

(h) Election of directors

At every annual general meeting one third of the Directors (rounded up to the nearest whole number) must retire from office. Any Director who would have held office for more than 3 years if that Director remains in office until the next general meeting must retire. These retirement rules do not apply to certain appointments including the managing director.

(i) Indemnities

To the extent permitted by law the Company must indemnify each past and present Director and secretary against any liability incurred by that person as an officer of the Company and any legal costs incurred in defending an action in respect of such liability.

(j) Winding up

Subject to the Corporations Act, the ASX Listing Rules and any rights or restrictions attached to a class of shares, on a winding up of the Company any surplus must be divided among the shareholders of the Company.

(k) Shareholder liability

As the Shares offered under the Prospectus are fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(l) Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

(m) Listing Rules

If the Company is admitted to trading on the Official List, then despite anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision and it does not contain such a provision, the Constitution is deemed to contain that provision. If the Listing Rules require the Constitution not to contain a provision and it contains such a provision, the Constitution is deemed not to contain that provision. If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

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8 ADDITIONAL INFORMATION

8.1 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, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The New Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the Official List during the 12 months prior to the issue of this Prospectus.

This Prospectus is a "transaction specific prospectus" to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to an offer of securities in a class which has been continuously quoted by ASX in the three months prior to the date of the prospectus. In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of New Shares on the Company and the rights attaching to the New Shares. 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 which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the period from lodgement of the Company’s annual financial statements of the Company for the financial year ended 30 June 2025 to the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

The Company confirms that, to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in this Prospectus, there is no information that:

• (a) has been excluded from a continuous disclosure notice in accordance with ASX Listing Rules; and

• (b) is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

• (ii) the rights and liabilities attaching to New Shares.

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Prospectus – Superior Resources Limited

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 date the Offer closes:

• (i) the annual financial statements of the Company for the financial year ended 30 June 2025 being the last financial statements for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus; and

• (ii) any continuous disclosure notices given by the Company after the lodgement of the financial statements referred to in paragraph (i) and before the lodgement of this Prospectus with ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be obtained free of charge from the Company’s registered office during normal office hours or from asx.com.au.

The Company has lodged the following announcements with ASX since its 2025 annual report was lodged with ASX on 31 October 2025:

Date	Announcement
13 Nov 2025	Steam Engine Mineral Resource Estimate Update
12 Nov 2025	Suspension from Quotation
10 Nov 2025	Trading Halt

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours or from www.asx.com.au.

8.2 Directors’ interests

As at the date of this Prospectus the Directors have a relevant interest in securities of the Company and remuneration is as set out below.

	Annual remuneration1	Shares
Carlos Fernicola		51,999,998
Year ending 30 June 2025	$84,000
Year ending 30 June 2024	$84,000

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Prospectus – Superior Resources Limited

Peter Hwang		50,696,338
Year ending 30 June 2025	$300,000
Year ending 30 June 2024	$300,000
Simon Pooley		Nil
Year ending 30 June 2025	$32,727
Year ending 30 June 2024	$32,727

Notes:

• 1 The Chairman and Directors’ current annual remuneration includes annual directors’ fees and consultancy fees paid to directors and excludes superannuation.

Further information on the remuneration and other benefits received by the Directors over the last two years is set out in the Company’s 2024 and 2025 annual reports; copies of which are available from www.asx.com.au.

The Constitution provides that the Directors may be paid for their services as Directors. Nonexecutive directors may only be paid a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the non-executive directors and in default of agreement then in equal shares.

Other than as set out above or elsewhere in this Prospectus, no Director or proposed Director holds at the date of this Prospectus, or held at any time during the last 2 years before the date of lodgement of this Prospectus with ASIC, any interest in:

• (a) the formation or promotion of the Company; or

• (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Company or the Offer; or

• (c) the Offer,

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

• (d) to a Director or proposed Director or to any firm which any such Director is a partner, to induce him or her to become, or to qualify as, a Director; or

• (e) for services provided by a Director or proposed Director or to any firm which any such Director is a partner, in connection with the formation or promotion of the Company or the Offer.

8.3 Interests of promoters and named persons

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

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• (a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (c) the Offer.

Atkinson Corporate Lawyers has acted as solicitor to the Offer. In respect of this work, the Company will pay $1,750 exclusive of GST. Subsequently fees will be paid in accordance with normal hourly rates. Atkinson Corporate Lawyers has received fees for services to the Company of $37,412.50 (exclusive of GST) in the 2 years prior to the date of this Prospectus.

8.4 Consents

Each of the persons referred to in this section:

• (a) has given and has not, before the date of lodgement of this Prospectus with ASIC withdrawn their written consent:

• (i) to be named in the Prospectus in the form and context which it is named; and

• (ii) where applicable, to the inclusion in this Prospectus of the statement(s) and/or reports (if any) by that person in the form and context in which it appears in this Prospectus;

• (b) has not caused or authorised the issue of this Prospectus;

• (c) has not made any statement in this Prospectus or any statement on which a statement in this Prospectus is based, other than specified below;

• (d) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Prospectus, other than the references to their name and the statement(s) and/or report(s) (if any) specified below and included in this Prospectus with the consent of that person.

Name	Role
Atkinson Corporate Lawyers	Lawyer

8.5 Expenses of the Offer

The total (cash) expenses of the Offer are estimated to be $5,000 (excluding GST), consisting of the following:

Cost	($)
Legal fees		1,750
ASX and ASIC fees		3,250
Total		5,000

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8.6 Litigation

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

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9 DIRECTORS' RESPONSIBILITY AND CONSENT

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated: 13 November 2025

........................................

Signed for and on behalf of Superior Resources Limited

By Peter Henry Hwang Executive Director

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Prospectus – Superior Resources Limited

10 GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$, A$ or Dollars Australian dollars unless otherwise stated. 15 October Shares has the meaning given in section 4.1. AEST Australian Eastern Standard Time Applicant a person who submits a valid Application Form pursuant to this Prospectus. Application a valid application made on an Application Form to subscribe for New Shares pursuant to this Prospectus. Application Form the personalised Application Form attached to this Prospectus. ASIC the Australian Securities & Investments Commission. ASX ASX Limited ACN 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited. Board the board of Directors. Business Day Monday to Friday inclusive, except any day that ASX declares is not a business day. Company or SPQ Superior Resources Limited (ACN 112 844 407). Constitution the constitution of the Company. Corporations Act the Corporations Act 2001 (Cth). Director a director of the Company. Listing Rules the listing rules of the ASX. New Shares Shares issued pursuant to this Prospectus. Offer an offer made under this Prospectus to subscribe for New Shares. Official List the official list of the ASX. Option means an option to be issued a Share. Prospectus this Prospectus and includes the electronic prospectus.

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Share	a fully paid ordinary share in the Company.
Share Registry	MUFG Corporate Markets (AU) Limited.
Shareholder	the registered holder of Shares in the Company.
US person	has the meaning given to that term in Regulation S under
	the US Securities Act.
US Securities Act	the_United States Securities Act of 1933_, as amended.

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Prospectus – Superior Resources Limited