TALGA GROUP LTD

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

ASX:TLG

17 December 2025

Talga Group Ltd – Share Purchase Plan

Dear Shareholder,

On behalf of the Board of Talga Group Ltd (ACN 138 405 419) (" Company " or " Talga "), I am pleased to offer you the opportunity to subscribe for fully paid ordinary shares in the Company (" Shares ") under a Share Purchase Plan (" SPP ") to raise an intended sum of A$5 million (before costs).

On Wednesday, 10 December 2025, Talga announced:

(a) a non-underwritten placement to institutional investors to raise approximately A$14.5 million (before costs) through the issue of new Shares at an issue price of A$0.41 per Share (" Placement "); and
(b) a non-underwritten SPP, giving eligible shareholders the opportunity to apply for up to A$30,000 worth of Shares (" New Shares ") without incurring brokerage or transaction costs, with an issue price of New Shares under the SPP of A$0.41 per New Share (" Issue Price ").

Proceeds from the SPP and the Placement will be used to fund the engineering study for a staged 5,000 tpa ramp up in production in conjunction with the A$13.35 million grant received from Sweden’s Industrial Leap (“Industriklivet”) (ASX:TLG 20/11/2025). In addition, funds will be used to supply Talnode[®] -C and Talnode[®] -R anode to offtake and battery customers for qualification, as well as advance US development opportunities and provide general working capital.

The Issue Price represents a 6.8% discount to the last closing price of A$0.44 per Share as at Friday, 5 December 2025 and a 8.7% discount to the volume weighted average market price of Shares over the last 5 days on which sales of Shares were recorded on the ASX immediately prior to the SPP being announced on Wednesday, 10 December 2025.

All Directors of the Company who are Eligible Shareholders intend to participate in the SPP.

Participation by Eligible Shareholders

Participation in the SPP is optional and is open to shareholders who were registered as holders of Shares at 5:00pm (AWST) on Tuesday, 9 December 2025 and whose registered address is in Australia, New Zealand or Singapore and who are not in the United States or acting for the account or benefit of a person in the United States (" Eligible Shareholders ").

The offer of New Shares under the SPP (" Offer ") opens on Wednesday, 17 December 2025 and is expected to close at 5:00pm (AWST) on Monday, 5 January 2026 (" Offer Period "). These dates are indicative only and the Company reserves the right to vary any of these dates and times at its discretion (even if the Offer has opened, or applications or payments have been received) by lodging a revised timetable with ASX.

If you reside outside Australia, New Zealand or Singapore, or are in the United States, or are acting on behalf of a person in the United States, you are not an Eligible Shareholder and are not entitled to participate in the SPP. Applications under the SPP can only be made by Eligible Shareholders and an Eligible Shareholder’s right to participate in the SPP is not transferable.

[email protected] www.talgagroup.com +61 8 9481 6667 Talga Group @Talga_Ltd

Talga Group Ltd ABN 32 138 405 419 ASX: TLG

Suite 3.03, Level 3, 46 Colin Street West Perth 6005 Australia

Certain Eligible Shareholders who are custodians holding Shares on behalf of certain beneficiaries are also invited to participate in the SPP on the terms and conditions set out in the Offer Document (which can be accessed at the link below).

How to apply

Eligible Shareholders may participate in the SPP by following the instructions on their Personalised Application Form which is also accessible at https://investor.automic.com.au/#/home. Payment must be made directly via BPAY® (for Eligible Shareholders with a registered address in Australia). This is the fastest and easiest way to apply.

Shareholders with registered addresses in New Zealand or Singapore must make payment by EFT equivalent to the dollar amount of the parcel of New Shares you wish to apply for (including using the unique reference number provided to you on your Personalised Application Form for purposes of the SPP only).

As noted above, the Offer is expected to close at 5.00pm (AWST) on Monday, 5 January 2026 (unless varied or extended) and payment must be received before this time. Please take into account BPAY® or EFT processing times. Please note the company will not be accepting payment by cheque.

As the Company intends to accept valid applications under the SPP on a 'first-come, first served' basis (subject to the scale back policy as disclosed in the Offer Document), Eligible Shareholders are encouraged to submit their application as early as possible. However, as set out in the Offer Document, allocations of New Shares under the SPP will be made in the Board's sole and absolute discretion.

Further details as to the application process are included in the Offer Document, which can be accessed at https://investor.automic.com.au/#/home. As noted below, the Board urges you to read the Offer Document carefully and in its entirety for the full terms governing the SPP.

To download your application form you have the following 3 choices:

I already have an online account with	I don’t have an online account with	I don’t have an online account with
the Automic Share registry	Automic – but wish to register for	Automic – but want to use Automic
	one	for this Offer only

https://investor.automic.com.au Select: "Existing Users Sign In". Once you have successfully signed in, click on "Documents and Statements". Download the Terms and Conditions and application form. Submit your payment using the payment details provided on your application form. Do not return your application form.	https://investor.automic.com.au/#/si gnup Select_Talga Group Ltd_from the dropdown list in the ISSUER field. Enter you holder number SRN / HIN (from your latest Holding Statement). Enter your Postcode (Australia) or Country of Residence (Outside Australia). Tick box "I am not a robot", then Next Complete prompts. Once you have successfully signed in, click on "Documents and Statements". Download the Terms and Conditions and application form. Submit your payment using the payment details provided on your application form. Do not return your application form.	https://investor.automic.com.au/#/lo ginsah Select_Talga Group Ltd_from the dropdown list in the ISSUER field. Enter you holder number SRN / HIN (from your latest Holding Statement). Enter your Postcode (Australia) or Country of Residence (Outside Australia). Tick box "I am not a robot", then Next Complete prompts. Once you have successfully signed in, click on "Documents and Statements". Download the Terms and Conditions and application form. Submit your payment using the payment details provided on your application form. Do not return your application form.

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www.talgagroup.com

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SPP Options Offer

Applicants under the SPP will also be invited to apply for one (1) free attaching option for every two (2) New Shares subscribed for in the SPP with an exercise price of $0.58 and expiring two years from the date of issue (" Attaching Options" ). Each Attaching Option gives the holder a right to receive, upon exercise and payment of the exercise price, one (1) Share and one (1) option with an exercise price of $0.65 and expiring two years from the expiry date of the Attaching Options (" Piggyback Options" ). Each Piggyback Option gives the holder the right to receive one (1) Share upon exercise and payment of the exercise price. The Company will not apply for official quotation of the Attaching Options or the Piggyback Options.

The offer of the Attaching Options and Piggyback Options will be made under a separate options offer prospectus, which is expected to be lodged with ASIC and ASX on or about Tuesday, 13 January 2026.

Important Information

The SPP is governed by the terms and conditions in the Offer Document. The Board urges you to read the Offer Document carefully and in its entirety, together with announcements made by the Company to ASX, before deciding whether to participate in the SPP. Please also have regard to the risk factors in Annexure A of the Offer Document.

If you are uncertain whether Shares are a suitable investment for you, you should consult your financial or other professional adviser. The Board recommends that you obtain your own financial advice in relation to the SPP and consider price movements of Shares in the Company prior to electing to participate in the SPP.

Enquiries

If you have any queries in relation to your Application Form, please contact the company’s Share Registry, Automic Group on 1300 288 664 (within Australia) or +61 2 9698 5414 (international) between 8:30am - 7:00pm (Sydney time) Monday to Friday. If you have any queries regarding the Offer, please contact the Company Secretary on +61 8 9481 6667.

Yours faithfully,

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Terry Stinson Non-Executive Chair Talga Group Ltd

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www.talgagroup.com

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Share Purchase Plan Offer Document

(ACN 138 405 419)

IMPORTANT NOTICES

If you are an Eligible Shareholder, this booklet ( Offer Document ) and the personalised Application Form that accompanies it contains important information and requires your immediate attention. You should read both documents carefully and in their entirety. This Offer Document and the offer constituted by it is made in accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. This Offer Document is not a prospectus or product disclosure statement under the Corporations Act 2001 (Cth) ( Corporations Act ) and has not been, and will not be, lodged with the Australian Securities and Investments Commission ( ASIC ).

The Company satisfies the conditions of ASIC Instrument 2019/547 for the issue of New Shares under the SPP, however the Company is unable to rely on ASIC Instrument 2019/547 for the SPP Options Offer because the Attaching Options and Piggyback Options to be offered under the SPP Options Offer are a new class of securities not currently quoted on the ASX. Accordingly, the Company is undertaking the SPP Options Offer under the Options Prospectus.

The offer to purchase Shares under the SPP is not a recommendation to acquire Shares. If you are in any doubt about the SPP, you should consider obtaining professional financial and/or taxation advice to assist you in determining whether or not, and the extent to which, you wish to participate in the SPP (taking into account your own financial situation, needs and objectives). Nothing in this Offer Document, the Application Form or any other accompanying documentation constitutes investment or financial product advice or is intended to influence your decision whether or not to participate in the SPP. If you apply to participate in the SPP, by making an application, you are accepting the risk that the market price of the Shares may change. This means it is possible that, between the time you make your application and up to or after the Issue Date, you may be able to buy Shares on market at a lower price than the issue price. No cooling-off regime applies in relation to the acquisition of Shares under the SPP.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This Offer Document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such an offer would be unlawful. The New Shares offered under the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933 (the U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, such New Shares may not be offered or sold, directly or indirectly, in the United States. The New Shares in the SPP will only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.

This Offer Document comprises the terms and conditions of the Talga Group Ltd (ACN 138 405 419) ( Company or Talga ) 2025 Share Purchase Plan ( SPP ).

1 SPP

(a) The SPP is an invitation to apply for fully paid ordinary shares in the Company ( Shares ) up to a maximum subscription of A$30,000 at an issue price of A$0.41 per Share ( New Shares ).
(b) The SPP is part of a wider capital raising undertaken by the Company. On 10 December 2025, the Company announced:
(i) a non-underwritten placement to institutional investors to raise approximately A$14.5 million (before costs) through the issue of new Shares at an issue price of A$0.41 per Share ( Placement ); and
(ii) the SPP, seeking to raise up to approximately A$5 million (before costs).
(c) The SPP is made on the same terms and conditions to all Eligible Shareholders (as defined below).
(d) The SPP is non-renounceable.

2 SPP Options Offer

(a) Successful applicants under the SPP will also receive one (1) free attaching Option for every two (2) New Shares subscribed for in the SPP with an exercise price of A$0.58 and expiring two years from the date of issue ( Attaching Options ).
(b) Each Attaching Option gives the holder a right to receive, upon exercise and payment of the exercise price, one (1) Share and one (1) Option with an exercise price of A$0.65 and expiring two years from the expiry date of the Attaching Options ( Piggyback Options ). Each Piggyback Option gives the holder the right to receive one (1) Share upon exercise and payment of the exercise price.
(c) The Company will not apply for official quotation of the Attaching Options or the Piggyback Options.
(d) The offer of the Attaching Options and Piggyback Options ( SPP Options Offer ) will be made under a separate options offer prospectus ( Options Prospectus ), which is expected to be lodged with ASIC and ASX on or about Tuesday, 13 January 2026.
(e) Entitlements to Attaching Options under the SPP Options Offer will be calculated automatically and applicants under the SPP will not be required to submit a separate application form in respect of the SPP Options Offer. Further details will be set out in the Options Prospectus.

3 Eligibility

(a) You are only eligible to apply for New Shares ( Eligible Shareholder ) if:
(i) your registered address in the Company’s register of members is in Australia, New Zealand or Singapore and you are not in the United States or acting for the account or benefit of a person in the United States;
(ii) you were registered as a holder of Shares as at 5.00pm (AWST) on Tuesday, 9 December 2025 ( Record Date ).
(b) Directors and employees of the Company who hold Shares may be Eligible Shareholders.
(c) Participation in the SPP is optional.
(d) If you are an Eligible Shareholder, your rights under the SPP are personal to you and are non-renounceable, which means you cannot transfer your rights to another person.

4 Issue Price

(a) The issue price for each New Share under the SPP is A$0.41 per Share ( Issue Price ) and representing:
(i) the same price as Shares issued under the Placement; and
(ii) a 8.7% discount to the volume weighted average price of Shares over the last 5 days on which sales of the Shares were recorded by ASX prior to the date of the announcement of the SPP on Wednesday, 10 December 2025.
(b) In accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( ASIC Instrument 2019/547 ), the Company notes that:
(i) On the last trading day immediately prior to the announcement date of the SPP, the closing price of the Shares traded on the ASX was A$0.44 per Share. The Issue Price is a 6.8% discount to that closing price.
(ii) The market price of Shares in the Company may rise and fall between the date of the SPP and the date that any Shares are issued to you as a result of your application under the SPP.
(iii) By making an application under the SPP, each Eligible Shareholder will be acknowledging that although the Issue Price is at a discount, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing the SPP and the date of issue of Shares under

the SPP and that the value of the Shares received under the SPP may rise or fall accordingly.

(iv) The Issue Price is less than the market price of Shares during a 'specified period' in the 30 days before the date of the SPP (such specified period being the 5 days in which trading in Shares occurred before the date of announcement of the SPP, being Wednesday, 10 December 2025).
(v) The Board recommends that you obtain your own financial and taxation advice in relation to the SPP and consider price movements of Shares in the Company prior to making an application under the SPP.

5 Number of New Shares

5.1 Application amount

(a) If you are an Eligible Shareholder, you can apply for up to a maximum of A$30,000 worth of New Shares. Eligible Shareholders can select one of the following alternatives:

Offer	Value	Number of New Shares
A	A$1,000	2,439
B	A$2,000	4,878
C	A$5,000	12,195
D	A$10,000	24,390
E	A$15,000	36,585
F	A$20,000	48,780
G	A$30,000	73,171

No fractions of New Shares will be issued.

(b) Where the Issue Price, divided by the application amount results in a fractional entitlement, the number of New Shares will be rounded to the nearest whole number.
(c) Subject to section 5.1(a), Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold Shares in more than one capacity) may apply via different applications for Shares but may not apply for Shares with an aggregate dollar amount of more than A$30,000.

5.2 A$30,000 maximum

(a) In order to comply with ASIC Instrument 2019/547, the maximum value of New Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under the SPP is A$30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest/s). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of shares or because you hold more than one shareholding under separate share accounts).
(b) If the Company receives an amount that does not equal one of the amounts specified above in section 5.1 or a subscription of over A$30,000 worth of New Shares by a shareholder through multiple applications or joint holdings, the Company may either:
(i) reject the application and refund in full the application money (without interest) to the Eligible Shareholder; or
(ii) apply the dollar amount of the payment to the highest designated parcel that is less than the amount of the payment and refund the excess application money (without interest) to the Eligible Shareholder.

5.3 Number of New Shares to be issued

(a) Targeted amount: At this stage, the Company is targeting to raise up to approximately A$5 million (before costs) through the SPP. The Company reserves the right to determine the amount it raises through the SPP. The Company may decide to accept applications (in whole or in part) that result in the SPP raising more or less than that target amount, close the SPP early and/or scale-back applications or increase the amount raised under the SPP if the total demand for the SPP exceeds the target amount (subject to the maximum permitted under the ASX Listing Rules) at its absolute discretion.
(b) Scale back: The Company may in its absolute discretion allocate to you fewer than the number of New Shares you have applied for. If a scale back produces a fractional number of New Shares when applied to your parcel, the number of New Shares you will be allocated will be rounded to the nearest whole number of New Shares. At this stage, if there is a scale back, the Company intends to apply the scale back by giving priority to applications received on a 'first-come, first-served' basis, however the final decision on how any scale back is conducted will be in the Board's sole discretion, and the Board may take into account a number of factors such as the size of an applicant's shareholding at the Record Date, the extent to which the applicant has sold or purchased shares since the Record Date, whether the applicant has multiple registered holdings and the date on which the application was made. Accordingly, Eligible Shareholders are encouraged to submit their application under the SPP as soon as is possible.
(c) Return of excess application monies: In the event of a scale back, the difference between the application monies received, and the number of New Shares allocated to you multiplied by the Issue Price, will be refunded to you without interest by direct deposit (to your nominated account as recorded on the register of the Company), as soon as practicable following the issue of the New Shares. The Company confirms that if the amount to be refunded is less than the Issue Price of one Share, being A$0.41, it will not be refunded and will be retained by the Company.

5.4 Company's discretion

(a) The Company will deal with applications on a 'first-come, first-served' basis. The Company may accept or reject your application for New Shares at its discretion. The Company may reject your application in the following circumstances (amongst others):
(i) your application is incorrectly completed, incomplete or otherwise determined by the Company to be invalid;
(ii) you have applied for New Shares with a total application price of less than A$1,000;
(iii) your BPAY® or EFT payment is incomplete or invalid;
(iv) unless you are a custodian, it appears that you are applying to acquire New Shares with an aggregate application price in excess of A$30,000 under the SPP;
(v) you are a custodian and you have not provided the required Custodian Certificate;
(vi) your application is received after the targeted amount to be raised under the SPP has been reached (see section 5.3(a));
(vii) your application or payment is received after the SPP Closing Date (see section 13(a)). Late payments will be refunded, without interest, as soon as practicable following the issue of New Shares; or
(viii) the Company believes you are not an Eligible Shareholder (subject to compliance with any applicable ASIC requirements).

6 Participation Costs

You must pay the Issue Price per New Share and any fees or charges incurred by you in making an application under the SPP, for example, bank fees or fees of professional advisors. No commission is payable by the Company on the issue of the New Shares and no brokerage or other transaction costs apply.

7 Rights Attaching

(a) The rights and obligations of the New Shares are contained in the Constitution (which is available for inspection at the registered office of the Company during the period of the SPP).
(b) The New Shares will be issued on the same terms as all other ordinary shares in the Company and will rank equally in all respects with existing ordinary shares in the Company quoted on the ASX, with the same voting rights, dividend rights and other entitlements.
(c) The Company will apply for the New Shares to be quoted on ASX. If the New Shares are not quoted on ASX, the New Shares will not be issued and funds will be refunded.

8 Allotment of New Shares

Subject to these terms and conditions, the New Shares will be allotted as soon as possible after the SPP Closing Date. The Company will send or cause to be sent to you a holding statement in due course.

9 Payment for New Shares

(a) All amounts in the SPP are expressed in Australian dollars.
(b) If you are:
(i) an Australian Eligible Shareholder, you must pay for the New Shares by BPay® following the instructions on your Personalised Application Form. You must use the unique BPay® reference number found on your Personalised Application Form as the customer reference number when making payment. You are not required to return a hard copy of your application form; or
(ii) an Eligible Shareholder with a registered address in New Zealand or Singapore, you must make payment by EFT equivalent to the dollar amount of the parcel of New Shares you wish to apply for (including using the unique reference number provided to you on your Personalised Application Form for purposes of the SPP only). You are not required to return a hard copy of your application form.
(c) If you do not provide the exact amount of application monies, the Company reserves the right to issue you a lesser number of New Shares and (if necessary) return a portion of your funds. No interest will be paid on money returned. Please note the company will not be accepting payment by cheque.
(d) IMPORTANT : You must quote your unique reference number as your payment reference/description when processing your EFT payment or your BPay® reference number if using BPay®. Failure to do so may result in your funds not being allocated to your application and Shares not issued.

10 Risks

(a) New Shares are a speculative investment and the market price may change between the dates you apply for New Shares and the issue of New Shares to you. Accordingly, the value of New Shares applied for may rise or fall.
(b) This Offer Document is not a prospectus and does not require the types of disclosures required under the Corporations Act. You must rely on your own knowledge of the Company, previous disclosures made by the Company to ASX, and, if necessary, consult your professional advisor when deciding whether or not to participate in the SPP.
(c) The terms and conditions of the SPP should be read in conjunction with the Company's continuous and periodic disclosures given to ASX, which are available on ASX's website at www.asx.com.au (under the Company's code "TLG") and the Company's website at https://www.talgagroup.com. In particular, the Company refers you to the risk factors set out in Annexure A of this Offer Document.

11 Privacy

By receiving completed applications under the SPP, the Company collects personal information about shareholders. The Company will use this information for the purposes of processing the applications and updating the records of the Company. Unless required by the law, the Company will not disclose the personal information for another purpose without the consent of the shareholder. Except as stated by the law, shareholders are able to access, upon request, their personal information held by the Company. A copy of the Company's Privacy Policy is available at: https://www.talgagroup.com/privacy-policy-2/. For further information about how we manage your personal information please contact us.

12 Use of Funds

(a) The Board presently intends that the funds raised from the SPP will be applied to fund the engineering study for a staged 5,000 tpa ramp up in production in conjunction with the A$13.35 million grant received from Sweden’s Industrial Leap (“Industriklivet”) (ASX:TLG 20/111/2025). In addition, funds will be used to supply Talnode[®] -C and Talnode[®] -R anode to offtake and battery customers for qualification, as well as advance US development opportunities and provide general working capital.
(b) As with any intended budget or use of funds, this is a statement of current intentions as at the date of this Offer Document. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
(c) For further information on how the Company intends to apply funds raised from the SPP, refer to the Company's announcement released to the ASX on Wednesday, 10 December 2025.

13 Important Dates

(a) Subject to sections 13(b) and 13(d) below, the important dates in relation to the SPP are as follows:

Event	Date(and time if relevant)
Record Date	5.00pm (AWST) on Tuesday, 9 December 2025
Announcement of the SPP	Wednesday, 10 December 2025
Offer Document and Application Form made available to Eligible Shareholders	Wednesday, 17 December 2025
SPP Opening Date	Wednesday, 17 December 2025
SPP Closing Date	5.00pm (AWST) on Monday, 5 January 2026

Event	Date(and time if relevant)
	If the Company does not receive an application or payment before the SPP Closing Date, the Company reserves the right to return any payment and not issue any New Shares to the shareholder.
SPP Results Announcement	Wednesday, 7 January 2026. The number of New Shares to be issued and, if applicable, any scale-back will be announced to the ASX bythis date.
Settlement of New Shares	Thursday, 8 January 2026
Issue Date	Friday, 9 January 2026 The Company proposes to issue the New Shares on this date.
Normal trading of New Shares issued under the SPP	Monday, 12 January 2026
Dispatch of holding statements for New Shares	Tuesday, 13 January 2026 The date on which transaction confirmations are sent to Eligible Shareholders and, if applicable, a direct credit deposit to your nominated account is made or refund is processed, is expected to be no later than this date.
Lodgement of Options Prospectus for SPP Options Offer	On or about Tuesday, 13 January 2026
Issue of Attaching Options	On or about Friday, 30 January 2026

(b) These above dates are indicative only. The Company may vary any of the dates in section 13(a) and times of the SPP at its discretion (even if the SPP has opened, or applications or payments have been received) by lodging a revised timetable with ASX.
(c) As the SPP is on a 'first-come, first-served' basis, the Closing Date may be earlier than specified, particularly if applications have been received for the maximum number of New Shares able to be issued under the ASX Listing Rules.
(d) New Shares issued under the SPP will be issued as soon as practicable after the SPP Closing Date. Application for quotation on ASX of the New Shares will be made immediately following the issue of those Shares.

14 Joint Holders

If you are a joint holder of existing Shares, you are taken to be a single registered holder of existing Shares for the purposes of determining whether you are an Eligible Shareholder and joint holders are entitled to participate in the SPP in respect of that single holding only. If as joint holders, you receive more than one offer under the SPP due to multiple identical holdings, you may still only contribute a maximum of A$30,000 in applying for New Shares.

15 Custodians

(a) Eligible Shareholders who hold Shares as a "custodian" (as defined in ASIC Instrument 2019/547) ( Custodian ) may participate in the SPP on behalf of one or more persons whom the Custodian holds Shares on behalf of ( Custodian Beneficiaries ). If a Custodian applies for New Shares on behalf of a Custodian Beneficiary, the Company may not issue New Shares to the Custodian under the SPP with a total application price

exceeding A$30,000 in any 12 month period unless, the Custodian provides the Company with a notice in writing certifying the following matters required by ASIC Instrument 2019/547 section 8(3) ( Custodian Certificate ):

(i) either or both of the following:
(A) that the Custodian holds the Shares on behalf of one or more persons that are not custodians ( Participating Beneficiaries ); or
(B) that another custodian ( Downstream Custodian ) holds beneficial interests in Shares on behalf of a Participating Beneficiary, and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

(C) where sub-paragraph 15(a)(i)(A) applies – the Custodian; and
(D) where sub-paragraph 15(a)(i)(B) applies – the Downstream Custodian, to apply for New Shares under the SPP on their behalf;
(ii) the number of Participating Beneficiaries;
(iii) the name and address of each Participating Beneficiary, and that each Participating Beneficiary’s address is located in Australia, New Zealand or Singapore;
(iv) that each Custodian Beneficiary is not in the United States and it is not acting for the account or benefit of a person in the United States, and that the Custodian has not sent any materials relating to the SPP to any person in the United States;
(v) in respect of each Participating Beneficiary:
(A) where sub-paragraph 15(a)(i)(A) applies – the number of Shares that the Custodian holds on their behalf; and
(B) where sub-paragraph 15(a)(i)(B) applies – the number of Shares to which the beneficial interests relate;
(vi) in respect of each Participating Beneficiary:
(A) where sub-paragraph 15(a)(i)(A) applies – the number or the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and
(B) where sub-paragraph 15(a)(i)(B) applies – the number or the dollar amount of New Shares they instructed the Downstream Custodian to apply for on their behalf;
(vii) there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds A$30,000:
(A) the New Shares applied for by the Custodian under the SPP in accordance with the instructions referred to in sub-paragraph 15(a)(vi); and
(B) any other Shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the SPP;
(viii) that a copy of this Offer Document was given to each Participating Beneficiary; and
(ix) where sub-paragraph 15(a)(i)(B) applies – the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.
(b) For the purposes of ASIC Instrument 2019/547, you are a ‘Custodian’ if you provide a custodial or depository service in relation to shares of a body or interests in a registered scheme and who:
(i) holds an Australian financial services licence covering the provision of a custodial or depository service;
(ii) is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depository service;
(iii) holds an Australian financial services licence covering the operation of an IDPS or is a responsible entity of an IDPS-like scheme;
(iv) is a trustee of a self-managed superannuation fund or a superannuation master trust; or
(v) is a registered holder of shares or interests in the class and is noted on the register of members of the body or scheme as holding the shares or interests on account of another person.
(c) If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (see paragraph 5.2 above) apply.
(d) Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate and if you would like further information on how to apply, you should contact the Company’s Share Registry on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia) at any time from 8.30am to 5.00pm (AWST time) Monday to Friday during the SPP period.
(e) The Company reserves the right to reject any application for Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these terms and conditions.

16 Foreign Offering Restrictions

16.1 Distribution

This document does not constitute an offer of Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Shares may not be offered or sold, directly or indirectly, to any person in the United States, except in transactions exempt from, or not subject to, registration under the U.S. Securities Act and applicable United States state securities laws. Persons in the United States may not, directly or indirectly, participate in the SPP.

16.2 New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 .

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 . This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

16.3 Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document relating to the New Shares may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore ( SFA ) or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an existing holder of the Company’s shares. If you are not such a shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares or the underlying ordinary shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors who acquire such securities. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

16.4 Notice to Custodians

The Company is not required to determine, and will not determine, the identity or residence of any beneficial owners of Shares. Each Custodian will need to determine for itself whether its beneficiaries are eligible to participate in the SPP.

17 No Financial Advice

This document does not provide financial advice and has been prepared without taking account of any person’s investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.

18 Acknowledgement

(a) By making an application under the SPP, you:
(i) have read the terms and conditions of the SPP, irrevocably and unconditionally agree to the terms and conditions of the SPP and the terms and conditions of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP;
(ii) warrant that all details and statements in your application are true and complete and not misleading;
(iii) agree that your application will be irrevocable and unconditional (that is, it cannot be withdrawn even if the market price of the Shares is less than the Issue Price);
(iv) warrant that you are an Eligible Shareholder and are eligible to participate in the SPP;
(v) declare that you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the application;
(vi) accept the risk associated with any refund that may be dispatched to your address or to your nominated bank account;
(vii) acknowledge that no interest will be paid on any application monies held pending the issue of Shares under the SPP or subsequently refunded to you for any reason;
(viii) acknowledge that any entitlement to Attaching Options under the SPP Options Offer will be calculated automatically and you will not be required to submit a separate application form in respect of the SPP Options Offer;
(ix) acknowledge that the Company and its officers and agents, are not liable for any consequences of the exercise or non-exercise of its discretions referred to in these terms and conditions;
(x) if you are applying on your own behalf (and not as a Custodian), acknowledge and agree that:
(A) you are not applying for Shares with an application price of more than A$30,000 under the SPP (including by instructing a Custodian to acquire Shares on your behalf under the SPP); and
(B) the total of the application price for the following does not exceed A$30,000:
- (1) the Shares the subject of the application;
- (2) any other Shares issued to you under the SPP or any similar arrangement in the 12 months before the application (excluding Shares applied for but not issued);
- (3) any other Shares which you have instructed a Custodian to acquire on your behalf under the SPP; and
- (4) any other Shares issued to a Custodian in the 12 months before the application as a result of an instruction given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the SPP;
(xi) if you are a Custodian and are applying on behalf of a Participating Beneficiary on whose behalf you hold Shares, acknowledge and agree that:
(A) you are a Custodian;
(B) you hold Shares (directly or indirectly) on behalf of one or more Participating Beneficiaries;
(C) you held Shares on behalf of the Participating Beneficiary as at the Record Date who has instructed you to apply for Shares on their behalf under the SPP;
(D) each Participating Beneficiary on whose behalf you are applying for Shares has been given a copy of this Offer Document;
(E) the application price for the Shares applied for on behalf of the Participating Beneficiary, and any other Shares applied for on their behalf under a similar arrangement in the previous 12 months (excluding Shares applied for but not issued), does not exceed A$30,000; and
(F) the information in the Custodian Certificate submitted with your application is true, correct and not misleading;
(xii) agree to be bound by the Constitution (as amended from time to time);
(xiii) acknowledge that none of the Company, its advisers or agents, has provided you with any financial product or investment advice or taxation advice in relation to the SPP, or has any obligation to provide such advice;
(xiv) acknowledge that the information contained in this Offer Document and your application is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;
(xv) acknowledge that this Offer Document is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company's past and ongoing continuous disclosure announcements to ASX;
(xvi) acknowledge that none of the Company or its respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers guarantees the performance of the Company, nor do they guarantee the repayment of capital;
(xvii) acknowledge that the Company is not liable for any exercise of its discretions referred to in this Offer Document;
(xviii) authorise the Company, and its officers and agents, to correct minor or easily rectified errors in, or omissions from, your application and to complete the Application Form by the insertion of any missing minor detail;
(xix) represent that you are not in the United States nor subscribing for Shares for the account or benefit of a person in the United States;
(xx) acknowledge that the Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States and, accordingly, the Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws;
(xxi) acknowledge that the Shares will only be offered and sold outside the United States in "offshore transactions" (as defined in and in reliance on Regulation S under the U.S. Securities Act);
(xxii) if in the future you decide to sell or otherwise transfer the Shares, you will do so in a regular way on ASX where neither you nor any person acting on your behalf know, or have reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States; and
(xxiii) have not distributed this document or any other documents relating to the SPP to, any person in the United States or elsewhere outside Australia, New Zealand or Singapore.
(b) Failure to comply with these restrictions may result in violations of applicable securities laws.

19 Additional Provisions

19.1 Waiver, Amendment, Suspension and Withdrawal

The Company may, at its discretion, waive compliance with any provision of this Offer Document, amend or vary this Offer Document, or suspend or withdraw the SPP at any time. Any such waiver, amendment, variation, suspension or withdrawal will be binding on all Eligible Shareholders even where the Company does not notify you of the event. Any material amendments to the terms of the SPP will be announced to the ASX.

19.2 Termination

The Company may terminate or otherwise withdraw the SPP at any time. Any termination or withdrawal will be announced to the ASX, and any application monies received will be refunded without interest.

19.3 Company Determination Final

The Company may act or omit to act in relation to the SPP (including applying the terms of the SPP) in its absolute discretion. The Company may settle any difficulty, question of fact, anomaly, dispute or interpretation in relation to the SPP in any matter it thinks fit, whether generally or in relation to any participant, application or Share. The Company's decision will be conclusive and binding. The Company reserves the right to waive strict compliance with the terms of the SPP. The Board or any delegate may exercise the powers of the Company under the terms of the SPP.

19.4 No Underwriting

The SPP will not be underwritten.

19.5 Governing Law

This Offer Document is governed by the laws in force in Western Australia.

20 Privacy policy

(a) Chapter 2C of the Corporations Act requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. This information must continue to be included in the public register if you cease to be a shareholder. The Privacy Amendment (Private Sector) Act 2000 (Cth) does not alter these statutory obligations.
(b) The Company and the Company's Share Registry, Automic Share Registry, may collect personal information to process your application and implement the SPP, and to administer your shareholding.
(c) The personal information contained in the register of members of the Company is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to shareholders) and to ensure compliance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act.
(d) The personal information we collect may include your name, address, other contact details, bank account details and details of your Company shareholding.
(e) Company shareholders who are individuals and the other individuals in respect of whom personal information is collected, as outlined above, have certain rights to access, correct or update the personal information held about them, subject to some exceptions allowed by law. Such individuals should contact the Share Registry on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia) in the first instance if they wish to request access to that personal information. Reasons will be given if access is denied.
(f) Your personal information may be disclosed to joint investors, registry, to securities brokers, to third party service providers (including print and mail service providers, technology providers, and professional advisors), to related entities of the Company and each of their agents and contractors, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom we will disclose your personal information may be located overseas.
(g) The main consequence of not providing the personal information outlined in sections 20(a) to 20(d) above would be that the Company may be hindered in, or prevented from, processing your application, and from conducting and implementing the SPP.
(h) Company's Share Registry’s privacy policy is available on their website: www.automicgroup.com.au/privacy-policy.

21 Other terms and conditions

Shareholders will be bound by the Constitution of the Company and this Offer Document by accepting the offer to acquire New Shares under the SPP.

Glossary

ASIC means the Australian Securities and Investments Commission.

ASIC Instrument 2019/547 means ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.

ASX Listing Rules means the listing rules of ASX.

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

Attaching Options has the meaning given in clause 2(a) of this Offer Document.

Company means Talga Group Ltd (ACN 138 405 419).

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Custodian Beneficiaries has the meaning given in clause 15(a) of this Offer Document.

Custodian Certificate has the meaning given in clause 15(a) of this Offer Document.

Custodian means a custodian, trustee or nominee within the definition of 'custodian' in ASIC Instrument 2019/547.

Downstream Custodian has the meaning given in clause 15(a) of this Offer Document.

Eligible Shareholder has the meaning given in clause 3(a) of this Offer Document.

Issue Date means Friday, 9 January 2026.

Issue Price means A$0.41 per Share.

New Shares has the meaning given in clause 1(a) of this Offer Document.

Offer Document means this booklet.

Option means an option to acquire a Share.

Options Prospectus has the meaning given in clause 2(d) of this Offer Document.

Participating Beneficiaries has the meaning given in clause 15(a) of this Offer Document.

Piggyback Options has the meaning given in clause 2(b) of this Offer Document.

Placement means the non-underwritten placement to institutional investors to raise approximately A$14.5 million (before costs) through the issue of new Shares at an issue price of $0.41 per Share, as announced on Wednesday, 10 December 2025.

Record Date means 5.00pm (AWST) on Tuesday, 9 December 2025.

Share means a fully paid ordinary share in the Company.

SPP or Share Purchase Plan means this Share Purchase Plan being offered to Eligible Shareholders under this Offer Document.

SPP Closing Date means 5.00pm (AWST) on Monday, 5 January 2026 (or such other date as the Company determines).

SPP Opening Date means Wednesday, 17 December 2025.

SPP Options Offer has the meaning given in clause 2(d) of this Offer Document.

Share Registry means Automic Pty Ltd (ACN 152 260 814).

Shareholder means a holder of a Share.

U.S. Securities Act means the United States Securities Act of 1933 , as amended.

Corporate Directory

Talga Group Ltd

(ACN 138 405 419)

Suite 3.03, Level 3, 46 Colin Street

West Perth, WA 6005 Telephone: (08) 9481 6667 Email: [email protected] Website: www.talgagroup.com

Legal Adviser

Allens Level 11, Mia Yellagonga Tower 2

5 Spring Street Perth, WA 6000

Share Registry

Automic Registry Services GPO Box 5193 Sydney, NSW 2001 Telephone (inside Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414

Annexure A – Risk Factors

1 Operating and Budget Risks

The proposed activities, costs and use of the Company’s cash resources are based on certain assumptions with respect to the method and timing of exploration, metallurgy and other technical tests, analysis and feasibility studies. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from the Company’s estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

The proposed activities of the Company including economic studies are dependent on economic inputs from commodity prices, metallurgical tests, electrochemical testing and market tests of which there is no guarantee of positive economics. It is a risk that studies may not be completed or may be delayed indefinitely where key inputs show negative economic outcomes. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining and processing of its mineral interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

Talga has successfully piloted core aspects of its production flow sheet. It continues to conduct value improvement refinements of its flow sheet at laboratory and pilot plant level working in conjunction with key (or preferred) OEM equipment suppliers and technology providers.

Investment in the Company should be considered in light of the risks, expenses and difficulties frequently encountered by companies at this stage of development, including factors such as design and construction of efficient mining and processing facilities within capital expenditure budgets.

With all mining operations there can be a level of uncertainty and, therefore, risk associated with operating parameters and costs. This is also true with the scaling up of processing technology tested in pilot conditions. The nature of the technology risk is the cost of developing an economically viable commercial operation and production facility.

The Company has and will continue to enter into various agreements for the Vittangi Anode Project. Risks associated with agreements include rising contract prices as well as disputes regarding variations, extensions of time and costs, and global events impacting contractual performance and liability, all of which may give rise to delays and/or increased costs.

Production guidance and targets are, as always, subject to assumptions and contingencies which are subject to change as operational performance and market conditions change or other unexpected events arise. Any production guidance is dependent on a number of factors including maintenance and operation of the mine and plant without material equipment failure, loss of continuity of experienced personnel and achievement of recovery rates from the resource. These risks are discussed in more detail elsewhere in this Annexure A.

2 Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Failure to obtain sufficient financing for the Company’s activities and future projects may result in delay and indefinite postponement of exploration, development or production on the Company’s properties, or even loss of a property interest. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to shareholders.

The Company announced the completion of the DFS for its Vittangi Anode Project in northern Sweden in July 2021 (and subsequent completion of Feed Study 15 April 2024). If the Company

agrees on any near term future offtake arrangements, fast track commercial ramp up development may occur which will require additional funding to be obtained. Whilst the Company is in discussions with respect to offtake, there is no guarantee such discussions will result in binding agreements (see ‘Offtake Arrangements risk’ below).

The Company is reviewing its ramp-up plan for the Vittangi Anode Project and will continue to investigate ways to optimise the Company's pathway to full-scale production. The Company notes that whilst a strategic review is being undertaken in respect of the ramp-up plan and cost optimisation, any decision is subject to further work including funding and economic modelling to lower capital costs and final Board approval.

Whilst the Company’s cash as at 30 Nov 2025 of ~$16.5million, together with the funds raised under the SPP and the Placement, will provide for on-going business activities however the Company will need to seek funding options to advance the Vittangi Anode Project. To date, the Company has announced that the European Investment Bank ( EIB ) board has approved €150 million senior debt funding to underpin the Project (ASX:TLG 20 June 2023). Following this approval, loan documentation is being agreed between EIB and the Company, including customary terms and conditions for a financing facility of this nature. While the Company will seek to expedite these negotiations, there can be no guarantee that they will result in a binding agreement.

Talga’s Luleå Anode Refinery was also awarded a €70 million grant from the EU Innovation Fund (ASX:TLG 25 October 2024) under the IF23 call, with Talga successfully executing the grant agreement in March 2025 with the European Climate Infrastructure and Environment Executive Agency (CINEA), marking completion of the grant preparation phase.

Talga received SEK 82.6m or A$13.35m grant funds under the Swedish Energy Agency’s Industrial Leap (“Industriklivet 1”) program. (ASX:TLG 17/10/2025 and 20/11/2025).Talga has also applied for a 1.1 billion SEK (~A$180 million) grant under the Swedish Energy Agency’s Industrial Leap (“Industriklivet 2”) program, as part of a 3.1 billion SEK (~A$500 million) project to construct a 5,000 tonnes per annum (tpa) anode production facility at the Company's fully permitted site in Luleå, Sweden. The project represents Talga's "Industrial Leap" from its existing Electric Vehicle Anode (EVA) demonstration plant to commercial scale production of Talnode[®] -C and Talnode[®] -R sustainable graphite anode products. The ‘Industriklivet 2’ funding, if granted, is anticipated to be confirmed in the first quarter of CY2026 and follows Talga being awarded the ‘Industriklivet 1’ program grant.

This non-dilutive funding stack underscores the Company's focus and progress in de-risking its Vittangi Anode Project and advancing towards commercial production.

With the assistance of financial and transaction advisors BurnVoir, the Company will identify and evaluate potential outcomes which may emerge from ongoing project development partnership, customer and financing discussions with other European and international parties. Management has strategies to tailor budgeted cashflows based on future funding received. However, without regular income outside interest proceeds or assets sales, it will rely on continuing access to capital markets (including the exercise of unlisted Company options) to fund further development in Sweden, Germany and the UK.

More generally, the Company is continually assessing its ‘all in’ funding costs for development of the Vittangi Anode Project through to expected first production. There are a wide range of factors that have the potential to influence the Company’s funding needs, a number of which are beyond the control of the Company. As a consequence, and to ensure that the Company is reacting appropriately to changing events, market conditions, and broader economic circumstances, the Company will continue to refine its funding needs on an ongoing basis and in real time. The Company remains committed to delivering the Vittangi Anode Project in a cost-effective manner, consistent with previously stated safety and schedule priorities, and will continue to apply prudent and efficient capital expenditure processes.

Further, the Company, in the ordinary course of its operations and developments, may be required to issue financial assurances, particularly insurances and bond/bank guarantee instruments to secure statutory and environmental performance undertakings and commercial arrangements. The Company’s ability to provide such assurances is subject to external financial and credit market assessment, and its own financial position.

Loan agreements and other financing rearrangements such as debt facilities, convertible note issues and finance leases (and any related guarantee and security) that may be entered into by the Company may contain covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that the Company would be able to repay such loans in the event of an acceleration. Enforcement of any security granted by the Company or default under a finance lease could also result in the loss of assets.

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 its programs or enter into joint venture arrangements to reduce expenditure and this could have a material adverse effect on the Company’s activities. Unfavourable market conditions may adversely affect the Company's ability to raise additional funding regardless of the Company’s operating performance.

Both now and in the future, higher than expected inflation rates generally, specific to the mining industry, or specific to Sweden, may increase operating and capital expenditure costs and potentially reduce the value of future project developments. While, in some cases, such costs increases might be offset by increased selling prices, there is no assurance that this would be possible. To the extent that such offset is not possible, this could adversely impact the Company financial performance.

3 Offtake arrangements

Talga has reached key milestones in the customer validation and sales pipeline, as outlined in the recent Quarterly Activities Report (ASX: TLG 30/10/2025). The Company has entered into a binding offtake agreement with Nyobolt (ASX:TLG 14 May 2025), a non-binding offtake term sheet with Automotive Cells Company SE (ASX:TLG 27 September 2022) and a non-binding letter of intent with EV battery manufacturer Verkor SA ( Verkor ) (ASX:TLG 11 January 2023) regarding the supply of graphite anode from the Company’s Vittangi Anode Project in Sweden. Successful qualification and technical validations with five battery manufacturers across sectors for battery energy storage (BESS), defence, high-powered EVs, robotics and consumer electronics have confirmed product fit.

Customer pricing indications support the business case for near-term execution with initial anode quantities supplied from the EVA plant in 2026, before commencement of the 5,000 tpa commercial output. Expressions of interest now cover more than 80% of the initial 5,000 tpa capacity, with ongoing programs and negotiations underway to secure contracts on full production.

While the Company will seek to execute definitive documentation as soon as reasonably practicable, there can be no guarantee the documentation will be finalised nor certainty that the Company will be able to enter into such agreements in a timely manner, with acceptable parties, for sufficient volumes or on reasonable terms with new customers. Any of these circumstances may adversely impact the Company's financial performance and position, including the Company generating less revenue than anticipated.

Whilst the Company has successfully qualified and technically validated its battery anode material with existing customers, there will be ongoing verification and qualification processes to ensure any material produced meets the specifications for supply required by other customers (including the industrial graphite markets and the battery anode sector). The qualification process may require approval from multiple parties in the supply chain and not just those parties with whom the Company has contractual arrangements. Failure of the Company’s material to qualify for purchase, or any unanticipated delay in qualifying the Company's material may adversely impact

the Company's financial performance and position (including by resulting in the Company generating less revenue or profit than anticipated and/or incurring higher costs than anticipated).

4 Licences, Permits, Processing and Approvals Risk

The Company’s current and future operations are subject to receiving and maintaining licences, permits and approvals from appropriate governmental authorities. In particular, the Company will require processing, exploitation and environmental permits in Sweden from time to time in connection with mining and processing. There is no assurance that any required licences, permits or approvals will be granted or that delays will not occur in connection with obtaining or renewing the licences, permits or approvals necessary for the Company’s proposed operations.

The primary permits required to enable development of the mine are an Exploitation Concession (under the Minerals Act) and an Environmental Permit (under the Environmental Code). The Company received its Environmental Permit for its commercial battery anode refinery plant to be located at Luleå in July 2023 it received a Certificate of Finality to confirm the Environmental Permit is in force. The Swedish Land and Environment Court approved the Environmental Permit (including Natura 2000) for the Nunasvaara South mine at Vittangi on 5 April 2023 and whilst it was subject to appeals, these were rejected and the Environmental and Natura 2000 permit is now officially in force. The Nunasvaara South Exploitation Concession was granted by the Mining Inspectorate of Sweden (Bergsstaten) on 17 October 2024 (ASX:TLG 18 October 2024).This was also subject to appeals which were rejected and the exploitation concession is final and in force enabling Talga to take the permit into immediate use.

Failure to obtain or renew one or more required licences, permits or approvals on a timely basis may adversely affect the Company’s operations.

5 Intellectual Property Risks

The success of the Company's graphite processing business depends, in part, on its continued ability to protect its intellectual property (IP) including trademarks to increase brand awareness, its trade secrets and patents on its products and production processes. The Company has 16 active patent families encompassing 79 active cases (28 proceeded to grant and 38 pending/under examination) that relate to processing graphite for Li-ion batteries as well as graphene products.

Given the dependence of the Company on intellectual property and the quality of its products and brands, and whilst the Company has IP management systems and processes in place, in the event that the Company is unable to protect its intellectual property adequately, then the value of the Company’s products and brands could be adversely affected. This may further impact over all business, with respect to its financial position and overall profitability and operational output.

Within the industry that the anode processing business operates, there exists an ongoing risk of third parties claiming involvement in technological discoveries. The Company has taken steps to protect and confirm its interest in its intellectual property and will endeavour to implement all reasonable processes to protect its intellectual property. The Company is not aware of any thirdparty interests in relation to its intellectual property rights, however as stated above, the risk of third parties claiming involvement exists, which may result in litigation risks (see 'Litigation and Infringement risk' below), and there can be no assurance that the measures in place by the Company will be sufficient.

6 Mineral and Exploration risk

The business of exploration, project development and mining contain risks by its very nature. To prosper, it depends on the successful exploration and/or acquisition of reserves, design and construction of efficient production/processing facilities, competent operation and managerial performance and proficient marketing of the product. In particular, exploration is a speculative

endeavour and certain circumstances, cost over runs and other unforeseen events can hamper exploration and mining operations.

Mining of the Vittangi deposits is currently proposed to be via conventional drill and blast (opencut for Nunasvaara South and underground operation for Niska). The well-established mining industry in Sweden ensures good drill and blast and mining contractor capability, mobile and fixed plant supply, mining supplies and operator training and the mining project risk is considered low.

There is also a risk that unforeseen geological or geotechnical issues may be encountered when developing and mining ore reserves, such unusual or unexpected geological conditions. As a consequence of any such event, a loss of revenue may be caused due to the lower than expected production or higher than anticipated operation and maintenance costs and/or ongoing unplanned capital expenditure in order to meet production targets.

7 Development and Commercialisation

The Company’s ability to generate revenues from its multiple anode and graphene products in the future will be subject to a number of factors, including but not limited to the technologies performing to a level sufficient to warrant commercialisation. The development, testing and manufacture of novel technologies is a high risk industry and whilst the Company has confidence in the development and results to date there is no guarantee that the Company will be able to successfully commercialise the products(including in a profitable sense).

Additionally, the Company’s business depends on technology and is subject to technological change. Any failure or delay in developing or adopting new technology competitively may result in a reduction in customer demand and in turn reduced financial and operation growth. The Talga Group includes R&D departments to address these technological changes and is specifically working on next generation Li-ion batteries technologies including well advanced development plans for silicon anode.

8 Reliance on key management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. Whilst the key management team has been well established with on-going stability, there can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment or are incapacitated for any length of time. Key Management have been incentivised with employment-based performance rights to mitigate this risk.

9 Environmental and social impact constraints

The Company’s exploration, mining and processing activities will, in general, be subject to approval by regulatory authorities and influenced by other key stakeholders such as local communities. Development of the Company's properties is dependent on the related project following environmental guidelines and laws, and, where required, being approved by the relevant authorities. In addition to the Company’s Environmental Policy, the Company has developed an Integrated Management System (IMS) to document the process for managing environmental and social risks.

Talga has secured ISO certifications according to ISO 9001:2015 QMS (Quality Management Systems), ISO 14001:2015 EMS (Environmental Management Systems) and ISO 45001:2018 OHS (Occupational Health and Safety Management Systems) for our pilot production and R&D facilities in Germany, the UK and Sweden. In addition, Talga has secured ISO 27001:2022 ISMS (Information Security Management Systems) across the Group. Talga is progressing alignment with ISO 26000, the international standard for social responsibility, which includes a Social Performance Policy and developing Social Performance systems which will provide the structure for cascading the Company’s commitment to protect labour and human rights. The Company’s IMS covers safe use, management and transport of chemicals, waste, and dust; safety

procedures for emergencies; ongoing monitoring and auditing; and commitment and active support from leadership.

The Company is well aware of its environmental obligations across its operational activities in Germany, the UK and in particular Sweden, where there are various environmental requirements to complete and apply for an exploitation permit, and continues to monitor compliance. The Company must comply with all known standards, existing laws, and regulations in each case which may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and how vigorously and consistently the regulations are administered by the local authorities. There are inherent environmental risks in conducting exploration and mining activities, or industrial materials processing, giving rise to potentially substantial costs for environmental rehabilitation, damage control and losses.

Changes in environmental laws and regulations or their interpretation or enforcement may adversely affect the Company's operations, including the potential profitability of the operations. Further, environmental legislation evolving in a manner which may require stricter standards and enforcement (with associated additional compliance costs) and expose relevant operations to the increased risk of fines and penalties for non-compliance, more stringent environmental assessment of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulations, if any, will not adversely affect the Company’s operations.

10 Community relations

The Company’s mining and graphite materials processing activities may cause issues or concerns with the local community (including local indigenous groups) in connection with, amongst other things, the potential effect on the environment as well as other social impacts relating to employment, use of infrastructure and community development.

The Company has established ongoing engagement and management programs focussed on optimising positive impacts and minimising the risk of negative impacts on the community, particularly in those parts of Sweden where the Company operates.

A stakeholder engagement plan was developed in 2017, has been implemented and continuously updated. The Company undertakes a range of community engagement activities at Vittangi, Kiruna and Luleå such as open houses, open days, community sponsorships and participation in local fairs. As described within the Stakeholder engagement plan, the Company regularly discloses information about the project development through newsletters, web-based information and direct engagement. The Company conducted (via an independent company) its first community sentiment survey in December 2021, which has since been deployed yearly to collect feedback and insights supporting ongoing activities and engagement. Talga also seeks opinions of the local communities during permit consultations and via key informant interviews. Talga has a grievance mechanism which is communicated directly to local stakeholders, by reference during public meetings, in key informant interviews, within email newsletters (through invitation for feedback) and presence in multiple sections on the Company’s website. The Company invites stakeholders to contact the Company with concern, feedback or questions via its local email addresses, phone numbers or postal addresses. A Social Impact Assessment is planned with the aim to further understand impacts on local stakeholders. However, these programs do not guarantee that other issues or concerns may arise with local communities. If such issues or concerns were to arise, this may have an adverse effect on the Company’s reputation and relationships with key stakeholders, which may in turn negatively impact its financial and operational performance.

However, these programs are not a guarantee that other issues or concerns will not arise with local communities. If such issues or concerns were to arise, this may have an adverse effect on the Company’s reputation and relationships with key stakeholders, which may in turn negatively impact its financial and operational performance.

11 Mineral title risks

Mining and exploration permits are subject to periodic renewal. There is no guarantee that current or future permits or future applications for production concessions will be approved. Permits are subject to numerous legislative conditions. The imposition of any new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. Furthermore, the Company could lose title to, or its interest in, tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

It is also possible that, in relation to mineral titles in which the Company has an interest or will in the future acquire such an interest, there may be areas over which legitimate rights of Indigenous groups and property owners exist. In this case, the ability of the Company to gain access to permits (through obtaining consent of any relevant Indigenous owner, body, group or landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. The Company's mineral titles may also be subject to access by third parties including, but not limited to, the areas' Indigenous people and landowners. This access could potentially impact the Company’s activities and/or may involve payment of compensation to parties whose existing access to the land may be affected by the Company's activities. The Company adopts a proactive approach in engagement/consultation with local Indigenous groups and landowners. The Company has successfully negotiated property rights with landowners covering the current Vittangi Project.

12 Resource estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

The Company engages external, independent, Competent Persons to prepare public Mineral Resource and Ore Reserve reports according to and conforming to the 2012 Joint Ore Reserves Committee ( JORC ) Reporting Code and Chapter 5 of the ASX listing rules. These follow standard industry guidelines on public disclosure and thus the process of determining its reserves and resources.

13 Reserve estimates

The Reserve estimates have been carefully prepared by an appropriately qualified person in compliance with the Joint Ore Reserves Committee (JORC) guidelines and in appropriate instances are verified by independent mining experts. Estimated valuations are dependent on market prices for the targeted ore.

14 Commodity price volatility and foreign currency exchange rate risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of product exposes the potential income of the Company to commodity prices and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand for minerals, technological advancements, forward selling activities, the price and availability of substitutes, the approach to pricing by competitors (i.e. aggressive pricing at or below the cost of production), and other macro-economic factors.

Depressed graphite and/or anode prices and/or the failure by the Company to negotiate favourable pricing terms (which terms may provide for fixed or market-based pricing) may

materially affect the profitability and financial performance of the Company. Any sustained low prices for graphite and/or anode (or low sale price achieved by the Company (however achieved) may adversely affect the Company’s business and financial results and/or its ability to finance its current or planned operations and capital expenditure commitments.

Unlike the majority of base and precious metals, there is no internationally recognised market for graphite battery anode material nor is graphite battery anode material an exchange traded commodity; it is determined by actual transactions between buyers and sellers. As a result, there is a lack of market transparency associated with the price of graphite battery anode material. However, there are a few major independent price reporting agencies that track the graphite anode market. Given the range of factors which contribute to the price of graphite battery anode material, and the fact that pricing is subject to negotiation, it is particularly difficult for the Company to predict with any certainty the prices at which the Company will sell graphite battery anode material. The effect of changes in assumptions about future prices may include, amongst other things, changes to Mineral Resources and Ore Reserves estimates and the assessment of the recoverable amount of the Company’s assets.

Furthermore, foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. Prices of various commodities and services may be denominated in Swedish Krona, Euros or US dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the Australian dollar and these currencies as determined in international markets. To mitigate the Company’s exposure, currency rates are monitored regularly and funds are transferred to the foreign operations when rates are more favourable. The Company also plans to curtail this impact by paying foreign currency invoices in a timely fashion.

15 Pandemic risk

Supply chain disruptions resulting from the transmission of pandemics such as COVID-19 in the community and measures implemented by governments around the world to limit the transmission of the virus may adversely impact the Company’s operations, financial position, prospects and ability to raise capital. Travel bans may also lead to shortages of skilled personnel. Further outbreaks of COVID-19 or other pandemics and the implementation of travel restrictions also have the potential to restrict access to sites. . The Company may also be subject to the severity of future lockdowns and relevant operators/supplier personnel not becoming infected which could result in delays.

16 Access to infrastructure risk

Mining, processing, development and exploration activities depend, to a significant degree, on adequate infrastructure. In the course of developing future mines, the Company may need to construct and/or update existing infrastructure, which includes permanent water supplies, dewatering, tailings storage facilities, power, maintenance facilities and logistics services and access roads. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could materially adversely affect the Company's operations, financial condition and results of operations. Any such issues arising in respect of the supporting infrastructure or on the Company’s sites could materially adversely affect the Company’s results of operations or financial condition. Furthermore, any failure or unavailability of the Company's operational infrastructure (for example, through equipment failure or disruption to its transportation arrangements)could materially adversely affect its exploration activities or development of a mine or project.

17 Competition

Competition from other international graphite producers and explorers may affect the potential future cash flow and earnings which the Company may realise from its Vittangi Anode Project. This includes competition from existing production and new entrants into the market. The introduction of new mining and processing facilities and any increase in competition and supply in the global graphite market could lower the price of this commodity. The Company may also encounter competition from other mining and exploration companies for the acquisition of new projects required to sustain or increase its potential future production levels. The Company’s downstream operation may also be impacted by new entrants to the market, or existing graphite producers, pursuing a similar strategy.

18 Infrastructure

Mining, processing, development, and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources, and water supplies, as well as the location of population centres and pools of labour, are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could impact the Company's ability to explore its properties, thereby adversely affecting its business and financial condition.

19 General economic conditions

The operating and financial performance of the Company is influenced by a variety of general economic and business conditions, including levels of consumer spending, commodity prices, inflation, interest rates and exchange rates, supply and demand, industrial disruption, access to debt and capital markets and government fiscal, monetary and regulatory policies. Changes in general economic conditions may result from many factors including government policy, international economic conditions, significant acts of terrorism, hostilities or war or natural disasters. A prolonged deterioration in general economic conditions, including an increase in interest rates or a decrease in consumer and business demand, may have an adverse impact on the Company’s operating and financial performance and financial position. The Company’s future possible revenues and Share prices may be affected by these factors, which are beyond the control of the Company.

20 Volatility of share price

The price of the shares of resource companies tends to be volatile. Fluctuations in the world price of graphite and many other elements beyond the control of the Company could materially affect the price of the Shares of the Company.

There can be no assurance that an active market for the Shares would be sustained after any offering of securities. Securities of companies with smaller capitalizations have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include global economic developments and market perceptions of the attractiveness of certain industries. There can be no assurance that continuing fluctuations in price will not occur. If an active market for the Shares does not continue, the liquidity of a purchaser’s investment may be limited. If such a market does not develop, purchasers may lose their entire investment in the Shares of the Company.

As a result of any of these factors, the market price of the Shares at any given point in time may not accurately reflect the long-term value of the Company. Securities classaction litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages, and also divert management’s attention and resources.

21 Public company obligations

As a publicly listed corporate entity, the Company is subject to evolving rules and regulations promulgated by a number of governmental and self-regulated organizations, including the ASX, which govern corporate governance and public disclosure regulations. These rules and regulations continue to evolve in scope and complexity creating many new requirements, which increase compliance costs and the risk of non-compliance. The Company’s efforts to comply with these rules and obligations could result in increased general and administration expenses and a diversion of management time and attention from financing, development, operations and, eventually, revenue-generating activities.

22 Litigation and infringement risk

The Company may be involved in claims, litigation and disputes from time to time including in relation to contractual disputes, claims from local Indigenous groups, tenure disputes, environmental claims, occupational health and safety claims, intellectual property disputes and employee claims. Claims, litigation and disputes can be costly, including amounts payable in respect of judgments and settlements made against, or agreed to by, the Company. They can also take up significant time and attention from management and the Board. Accordingly, the Company’s involvement in claims, litigation and disputes may have an adverse impact on its financial performance.

23 Policies and legislation

Any material adverse changes in government policies or legislation of Australia or Sweden or any other country that the Company has economic interests may affect the prospects and profitability of the Company.

24 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 catastrophic events – such as war, acts of terrorism, pandemics, loss of power, cyber security breaches or global threats – or natural disasters - such as earthquakes, fires (including forest fires) or floods or the outbreak of epidemic disease – could disrupt the Company’s operations and interrupt critical functions, or otherwise harm the business. To the extent that such disruptions or uncertainties result in delays or cancellations of the deployment of the Company’s products and solutions, its business, results of operations and financial condition could be harmed.

25 Taxation

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

26 Technology risks

(a) ( Cybersecurity Risk ) The Group is exposed to the risk of cyberattacks, ransomware, and data breaches that could result in unauthorised access to sensitive information relating to the Group, its employees, customers, suppliers, or intellectual property. Such incidents may cause reputational damage, financial loss, or regulatory penalties. Policies, procedures, and practices are in place to safeguard systems and data, supported by regular monitoring, penetration testing, and compliance with recognised security standards.
(b) ( IT Systems Reliability Risk ) The Group relies heavily on technology platforms to support operations. System outages, failures of legacy infrastructure, or prolonged downtime of critical applications could disrupt business processes, reduce productivity,

and impact customer service. The Group maintains business continuity and disaster recovery plans and continues to invest in modernising core systems to ensure resilience and operational stability.

(c) ( Digital Transformation & Technology Change Risk ) The Group undertakes major technology transformation programs, including upgrades to enterprise platforms and the adoption of new digital tools. These projects may be delayed, exceed budget, or fail to deliver anticipated benefits, impacting operational efficiency and competitiveness. Governance frameworks, project management disciplines, and oversight by senior management are in place to mitigate these risks.
(d) ( Third-Party Technology Risk ) The Group is dependent on a range of third-party vendors and service providers, including cloud hosting, telecommunications, and software partners. A failure, outage, or cyber incident affecting these third parties could impact the Group’s ability to operate effectively. Vendor risk assessments, contractual security requirements, and ongoing monitoring are undertaken to manage this risk.
(e) ( Data Governance & Privacy Risk ) The Group collects and manages significant volumes of personal, operational, and commercial data. Inadequate data governance or failure to comply with privacy regulations could result in financial penalties, litigation, and reputational harm. Policies, data management frameworks, and compliance with applicable laws, including the EU General Data Protection Regulation, are maintained to ensure the security and responsible use of data.
(f) ( Talent & Skills Risk ) The shortage of skilled technology and cybersecurity professionals presents a risk to the Group’s ability to protect systems, deliver transformation projects, and maintain critical services. Over-reliance on key personnel may also increase operational exposure.
(g) ( Reputation & Trust Risk ) Any significant cyber incident, technology failure, or prolonged disruption could lead to a loss of customer confidence, negative media coverage, and diminished shareholder trust. The Group recognises the importance of maintaining a strong reputation for security and reliability and continues to strengthen its controls, oversight, and communication strategies.

27 Climate change risk

Climate change is a risk the Company has considered. The climate change risks particularly attributable to the Company include:

(a) the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and
(b) climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns.

Whilst all these risks associated with climate change may significantly change the industry in which the Company operates, production of Talga’s flagship lithium-ion battery anode product, Talnode®-C, emits 92% less CO2-equivalentthan incumbent electric vehicle battery anode materials largely due to avoiding the use of fossil-fuel power to either produce natural graphite

anode or graphitise petroleum/coal derived feedstocks for energy intensive synthetic graphite anode production, as is the case with anode technology currently imported into Europe from Asia. This emissions reduction was announced on the ASX on 9 August 2023 and is based on an independent Life Cycle Assessment.

The Company has identified air emissions and greenhouse gases in the environmental impact assessment ( EIA ) process for the proposed mine. Mitigation measures have been identified for reducing dust and greenhouse gas emissions. Further EIA process for the refinery which includes best available technology air emission treatment technologies, was completed in 2022.

All Registry Communication to:

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TALGA GROUP LTD | ACN 138 405 419

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GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 2 9698 5414 (international) [email protected] www.automicgroup.com.au

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Holder Number:

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Record Date: 5.00pm (AWST) on 9 December 2025

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[ReplaceNoImages] SHARE PURCHASE PLAN APPLICATION FORM OFFER CLOSES 5:00PM (AWST) 5 JANUARY 2025 (WHICH MAY CHANGE WITHOUT NOTICE) This Offer entitles each Eligible Shareholder in Talga Group Ltd (“Talga” or “theCompany”) to subscribe through the Company’s Share Purchase Plan (SPP) for a maximum of $30,000 worth of fully paid ordinary shares in the Company (New Shares).The Company announced the SPP to raise up to a total of$5 million (before costs). The SPP is open to all shareholders recorded as holding fully paid ordinary shares (Shares) on the Company’s Register as at the Record Date with a registered address in Australia, New Zealand or Singapore.The issue price of the New Shares is $0.41 (Price). Successful applicants under the SPP will also receive one (1) free attaching Option for every two (2) New Shares subscribed for in the SPP with an exercise price of $0.58 and expiring two years from the date of issue (*Attaching Options). Each Attaching Option gives the holder a right to receive, upon exercise and payment of the exercise price, one (1) Share and one (1) Option with an exercise price of $0.65 and expiring two years from the expiry date of the Attaching Options (Piggyback Options). Each Piggyback Option gives the holder the right to receive one (1) Share upon exercise and payment of the exercise price. Applicants under the SPP will not be required to submit a separate application form in respect of the Attaching Options or Piggyback Options. Refer to section 2 of the SPP Offer Booklet for further details. 1 SUBSCRIPTION* Eligible Shareholders may subscribe for any one of the following parcels (subject to a maximum band or any scale back) described below by paying the applicable Subscription Amount in accordance with the payment instructions in section 2 of this Application Form: Application Amount Number of New Shares Offer A $1,000(minimum) 2,439 Offer B $2,000 4,878 Offer C $5,000 12,195 Offer D $10,000 24,390 Offer E $15,000 36,585 Offer F $20,000 48,780 Offer G $30,000(maximum) 73,171 2 PAYMENT - YOU CAN PAY BY BPAY® OR ELECTRONIC FUNDS TRANSFER (EFT) Payments must be made in Australian dollars via BPAY or EFT. You do not need to return this Application Form. SAMPLE	[ReplaceNoImages] SHARE PURCHASE PLAN APPLICATION FORM OFFER CLOSES 5:00PM (AWST) 5 JANUARY 2025 (WHICH MAY CHANGE WITHOUT NOTICE) This Offer entitles each Eligible Shareholder in Talga Group Ltd (“Talga” or “theCompany”) to subscribe through the Company’s Share Purchase Plan (SPP) for a maximum of $30,000 worth of fully paid ordinary shares in the Company (New Shares).The Company announced the SPP to raise up to a total of$5 million (before costs). The SPP is open to all shareholders recorded as holding fully paid ordinary shares (Shares) on the Company’s Register as at the Record Date with a registered address in Australia, New Zealand or Singapore.The issue price of the New Shares is $0.41 (Price). Successful applicants under the SPP will also receive one (1) free attaching Option for every two (2) New Shares subscribed for in the SPP with an exercise price of $0.58 and expiring two years from the date of issue (*Attaching Options). Each Attaching Option gives the holder a right to receive, upon exercise and payment of the exercise price, one (1) Share and one (1) Option with an exercise price of $0.65 and expiring two years from the expiry date of the Attaching Options (Piggyback Options). Each Piggyback Option gives the holder the right to receive one (1) Share upon exercise and payment of the exercise price. Applicants under the SPP will not be required to submit a separate application form in respect of the Attaching Options or Piggyback Options. Refer to section 2 of the SPP Offer Booklet for further details. 1 SUBSCRIPTION* Eligible Shareholders may subscribe for any one of the following parcels (subject to a maximum band or any scale back) described below by paying the applicable Subscription Amount in accordance with the payment instructions in section 2 of this Application Form: Application Amount Number of New Shares Offer A $1,000(minimum) 2,439 Offer B $2,000 4,878 Offer C $5,000 12,195 Offer D $10,000 24,390 Offer E $15,000 36,585 Offer F $20,000 48,780 Offer G $30,000(maximum) 73,171 2 PAYMENT - YOU CAN PAY BY BPAY® OR ELECTRONIC FUNDS TRANSFER (EFT) Payments must be made in Australian dollars via BPAY or EFT. You do not need to return this Application Form. SAMPLE
	Option A – BPAY Option B – Electronic Funds Transfer (EFT) Funds are to be deposited in AUD currency directly to following bank account: Account name: Automic Pty Ltd Account BSB: [CreditAccountBsb] Account number: [CreditAccountNumber] Swift Code: WPACAU2S IMPORTANT:You must quote yourunique entitlement reference numberas your payment reference/description when processing your EFT payment. Failure to do so may result in your funds not beingallocated toyour application and new securities subsequentlynot issued. Note:Please ensure you use the BPAY details stated above as they are unique for each Offer. Your BPAY reference number or unique entitlement reference number will process your payment for your application for new securities electronically. Biller Code:[BPayBillerCd] Ref:[BPayCRN] Mobile & Internet Banking – BPAY® Make this payment from your cheque or savings account. Your unique entitlement reference number: [HolderId]-[CorporateActionID]-[CompanyASXCode]
	Note:Please ensure you use the BPAY details stated above as they are unique for each Offer. Your BPAY reference number or unique entitlement reference number will process your payment for
	your application for new securities electronically.

3 ELECT TO RECEIVE COMMUNICATIONS ELECTRONICALLY

If you have received this Application Form by post, you have not provided your email address or elected to receive all communications electronically.

We encourage you to elect to receive shareholder communications electronically to:

Help the Company reduce its printing and mailing costs
Receive investor communications faster and more securely
Help the environment through the need for less paper.

SCAN THE QR CODE TO VISIT HTTPS://INVESTOR.AUTOMIC.COM.AU

AND UPDATE YOUR COMMUNICATION

PREFERENCE

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INSTRUCTIONS FOR COMPLETION OF THIS APPLICATION FORM

The right to participate in the SPP is optional and is offered exclusively to all Shareholders (including Custodians) who are registered as holders of fully paid ordinary shares in the capital of the Company on the Record Date with a registered address in Australia, New Zealand or Singapore ( Eligible Shareholders ).

If the Company rejects or scales-back an application or purported applications, the Company will return to the Shareholder the relevant Application Monies, without interest.

HOW TO APPLY FOR SHARES UNDER THE SPP

1 Subscription

As an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of New Shares. Eligible Shareholders can select one of the parcels prescribed overleaf.

In order to comply with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, the maximum value of New Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under this Offer is $30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest/s). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of Shares or because you hold more than one shareholding under separate share accounts).

If the Company receives an amount that does not equal one of the amounts specified overleaf the Company may accept the payment at their discretion and refund any excess Application Money (without interest) to the Eligible Shareholder. If the Company receives a subscription of over $30,000 worth of New Shares by an Eligible Shareholder through multiple applications or joint holdings, the Company may refund any excess Application Money (without interest) to the Eligible Shareholder.

Any application made under the SPP Offer is not guaranteed to result in the Eligible Shareholder receiving any New Shares that have been applied for. Applications may be scaled back at the absolute discretion of the Company.

2 Payment
By making a payment via BPAY or EFT, you agree that it is your responsibility to ensure that funds are submitted correctly and received by Automic Share Registry by the closing date and time. Payment must be received by the Share Registry by 5:00pm (AWST) on the closing date. It is your responsibility to ensure your CRN or unique Payment Reference is quoted, as per the instructions in Section 2. If you fail to quote your CRN or unique Payment Reference correctly, Automic may be unable to allocate or refund your payment. If you need assistance, please contact Automic. Payment by BPAY®: You can make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number on this Form. Multiple acceptances must be paid separately. Payment by EFT: You can make a payment via Electronic Funds Transfer “EFT”. Multiple acceptances must be paid separately. Please use your unique reference on this Form. This will ensure your payment is processed correctly to your application electronically. Applicants should be aware of Automic’s financial institution’s cut off-time, their own financial institution’s cut-off time and associated fees with processing a funds transfer. It is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time, including taking into account any delay that may occur as a result of payments being made after 5pm (Sydney time) and/or on a day that is not a business day (payment must be made to be processed overnight). You do not need to return this Form if you have made payment via BPAY® or EFT. Your reference number will process your payment to your application electronically and you will be deemed to have applied for such shares for which you have paid. 3 Elect to receive communications electronically
As a valued shareholder, the Company encourages shareholders to elect to receive their shareholder communications electronically. This will ensure you receive all future important shareholder communications in a faster and more secure way and reduce the environmental footprint of printing and mailing. IMPORTANT INFORMATION 1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.
1. If you do not wish to purchase New Shares under the SPP, there is no need to take action. 3. Please ensure you have read and understood the terms and conditions of the SPP in the Offer Booklet accompanying this Application Form and this section entitled "Important Information" before making payment by BPAY® or EFT.
1. The offer for New Shares under the SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form. 5. If you are a custodian, trustee or nominee within the meaning of “Custodian” as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, you must complete and submit an additional certificate that contains further certifications and details ( Custodian Certificate ) that must be provided before your application will be received. The Custodian Certificate can be obtained by contacting the Share Registry on the telephone number set out below. Applications received by Custodians that are not accompanied by the Custodian Certificate will be rejected. A completed Custodian Certificate must be emailed to: [email protected] , failure to do so will result in the Application being rejected.
1. For applicants that are not required to complete the Custodian Certificate, by making payment by BPAY® or EFT, you certify that the aggregate of the payment paid by you for: • the parcel of New Shares indicated on this Application Form; and • any other Shares applied for by you, or which you have instructed a custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to making payment by BPAY® or EFT does not exceed A$30,000.
1. The maximum subscription limitation of A$30,000 will apply even if you have received more than one Application Form (whether in respect of a joint holding or because you have more than one holding under separate security accounts).
1. You are not guaranteed to receive any New Shares that you have applied for and the Company may, in its absolute and sole discretion: a. scale back any applications made; and b. reject your application, without limit.
This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser. 2. If you do not wish to purchase New Shares under the SPP, there is no need to take action. 3. Please ensure you have read and understood the terms and conditions of the SPP in the Offer Booklet accompanying this Application Form and this section entitled "Important Information" before making payment by BPAY® or EFT. 4. The offer for New Shares under the SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form. 5. If you are a custodian, trustee or nominee within the meaning of “Custodian” as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, you must complete and submit an additional certificate that contains further certifications and details ( Custodian Certificate ) that must be provided before your application will be received. The Custodian Certificate can be obtained by contacting the Share Registry on the telephone number set out below. Applications received by Custodians that are not accompanied by the Custodian Certificate will be rejected. A completed Custodian Certificate must be emailed to: [email protected] , failure to do so will result in the Application being rejected. 6. For applicants that are not required to complete the Custodian Certificate, by making payment by BPAY® or EFT, you certify that the aggregate of the payment paid by you for:
The maximum subscription limitation of A$30,000 will apply even if you have received more than one Application Form (whether in respect of a joint holding or because you have more than one holding under separate security accounts).
You are not guaranteed to receive any New Shares that you have applied for and the Company may, in its absolute and sole discretion:
By making payment of application monies, you certify that:
you wish to apply for New Shares under the SPP as indicated on this Application Form and acknowledge that your application is irrevocable and unconditional;
you received a copy of the Offer Booklet and you have read and understood the terms and conditions of the SPP;
you agree to be bound by the Constitution of the Company and the terms and conditions in the Offer Booklet;
you agree to accept any lesser number of New Shares than the number of shares applied for; and
you are not in the United States and are not acting for the account or benefit of a person in the United States and have not sent any offering materials relating to the SPP offer to any person in the United States.
you acknowledge that any entitlement to Attaching Options will be calculated automatically and you will not be required to submit a separate application form in respect of the SPP Options Offer (refer to clause 2 of the SPP Offer Booklet)
you acknowledge and agree to the matters set out in section 18 of the SPP Offer Booklet

If you require further information about the Offer, please contact Automic line on 1300 288 664 or +61 2 9698 5414 between 8:30am and 7:00pm (Sydney time), Monday to Friday or email [email protected].

AI assistant

TALGA GROUP LTD — Capital/Financing Update 2025

65925_rns_2025-12-16_0ac997c1-17b6-4075-ab2f-d6967bc9e232.pdf

Talga Group Ltd – Share Purchase Plan

Dear Shareholder,

Participation by Eligible Shareholders

How to apply

SPP Options Offer

Important Information

Enquiries

Share Purchase Plan Offer Document

Talga Group Ltd

(ACN 138 405 419)

IMPORTANT NOTICES

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

1 SPP

2 SPP Options Offer

3 Eligibility

4 Issue Price

5 Number of New Shares

5.1 Application amount

5.2 A$30,000 maximum

5.3 Number of New Shares to be issued

5.4 Company's discretion

6 Participation Costs

7 Rights Attaching

8 Allotment of New Shares

9 Payment for New Shares

10

Risks

11 Privacy

12 Use of Funds

13 Important Dates

14 Joint Holders

15 Custodians

16 Foreign Offering Restrictions

16.1 Distribution

16.2 New Zealand

16.3 Singapore

16.4 Notice to Custodians

17 No Financial Advice

18 Acknowledgement

19 Additional Provisions

19.1 Waiver, Amendment, Suspension and Withdrawal

19.2 Termination

19.3 Company Determination Final

19.4 No Underwriting

19.5 Governing Law

20 Privacy policy

21 Other terms and conditions

Glossary

Corporate Directory

Talga Group Ltd

Legal Adviser

Share Registry

Annexure A – Risk Factors

1 Operating and Budget Risks

2

Additional requirements for capital

3 Offtake arrangements

4 Licences, Permits, Processing and Approvals Risk

5 Intellectual Property Risks

6 Mineral and Exploration risk

7

Development and Commercialisation

8 Reliance on key management

9

Environmental and social impact constraints

10 Community relations

11 Mineral title risks

12

Resource estimates

13

Reserve estimates

14 Commodity price volatility and foreign currency exchange rate risks

15 Pandemic risk

16 Access to infrastructure risk

17 Competition

18 Infrastructure

19 General economic conditions

TALGA GROUP LTD Capital/Financing Update 2025