TALGA GROUP LTD — Capital/Financing Update 2025

Dec 9, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

TALGA GROUP LTD

Announcement Type

New announcement

Date of this announcement

10/12/2025

The Proposed issue is:

An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Free attaching Option with an exercise price of $0.58 and	6,097,561
confirmed	expiring two years from the date of issue.
New class-code to be	Piggyback Option with an exercise price of $0.65 and	6,097,561
confirmed	expiring 30 Jan 2030.
TLG	ORDINARY FULLY PAID	12,195,122

+Record date

9/12/2025

Offer closing date

5/1/2026

+Issue date

12/1/2026

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Free attaching Option with an exercise price of $0.58 and	17,682,930
confirmed	expiring two years from the date of issue.
New class-code to be	Piggyback Option with an exercise price of $0.65 and	17,682,930
confirmed	expiring 30 Jan 2030.
TLG	ORDINARY FULLY PAID	35,365,860

Proposed +issue date

17/12/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

TALGA GROUP LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

32138405419

1.3 ASX issuer code

TLG

1.4 The announcement is

New announcement

1.5 Date of this announcement

10/12/2025

1.6 The Proposed issue is:

An offer of +securities under a +securities purchase plan A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Appendix 3B - Proposed issue of securities

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Part 4B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

TLG : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description TLG : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 12,195,122

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 1,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes

Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

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Appendix 3B - Proposed issue of securities

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Describe all the applicable parcels available for this offer in number of securities or dollar value

Offer Value A A$1,000 B A$2,000 C A$5,000 D A$10,000 E A$15,000 F A$20,000 G A$30,000

Offer price details

Has the offer price been determined?

Yes In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 0.41000

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed?

Yes

Describe the scale back arrangements

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 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 on Record Date, the extent to which the applicant has sold or bought shares since the Record Date, whether the applicant has multiple registered holdings and the date on which the application was made.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Attaching +Security

The proposed attaching security can only be of an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)

New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Free attaching Option with an exercise price of $0.58 and expiring two years from the date of issue.

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Appendix 3B - Proposed issue of securities

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+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)	Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum total number of those +securities that could be
Fractions rounded up to the next whole number	issued if all offers under the +securities purchase plan are accepted
	6,097,561
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer be made?	What is the offer price per +security?
AUD - Australian Dollar	AUD 0.00000
Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the
+security purchase plan
Yes
Please confirm whether the attaching +securities are	being offered under a +disclosure document or +PDS
Yes
Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

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 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 on Record Date, the extent to which the applicant has sold or bought shares since the Record Date, whether the applicant has multiple registered holdings and the date on which the application was made.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 30/1/2028

Details of the type of +security that will be issued if the option is exercised

TLG : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:TLG)

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Appendix 3B - Proposed issue of securities

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

https://www.talgagroup.com/investors/

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

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----- Start of picture text -----

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and +securities on ASX?
equitable under listing rule 6.1? No
No
ASX +security code +Security description
New class-code to be confirmed Piggyback Option with an exercise price of $0.65 and
expiring 30 Jan 2030.
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+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	1
What will be done with fractional entitlements?	Maximum total number of those +securities that could be
Fractions rounded up to the next whole number	issued if all offers under the +securities purchase plan are accepted
	6,097,561
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer be made?	What is the offer price per +security?
AUD - Australian Dollar	AUD 0.00000

Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the +security purchase plan Yes Please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS Yes

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

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 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 on Record Date, the extent to which the applicant has sold or bought shares since the Record Date, whether the applicant has multiple registered holdings and the date on which the application was made.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Appendix 3B - Proposed issue of securities

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Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.6500 30/1/2030

Details of the type of +security that will be issued if the option is exercised

TLG : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:TLG)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

refer to announcement dated 10 Dec 2025. A full summary of the Piggyback Option will be included in the propsectus to be lodged

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

10/12/2025

4C.2 +Record date

9/12/2025

4C.3 Date on which offer documents will be made available to investors

17/12/2025

4C.4 Offer open date

17/12/2025

4C.5 Offer closing date

5/1/2026

4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer

12/1/2026

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

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Appendix 3B - Proposed issue of securities

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Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Legal, share registry and listing fees

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Fund engineering study for a staged 5,000tpa production ramp up, to supply Talnode®-C and Talnode®-R anode to offtake and battery customers for qualification, advance US development opportunities and provide general working capital.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer Shareholders outside of Australia, New Zealand and Singapore.

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://www.talgagroup.com/investors/

4F.4 Any other information the entity wishes to provide about the proposed offer

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

TLG : ORDINARY FULLY PAID

Number of +securities proposed to be issued

35,365,860

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.41000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

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Appendix 3B - Proposed issue of securities

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Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Free attaching Option with an exercise price of $0.58 and expiring two years from the date of issue. +Security type Options Number of +securities proposed to be issued 17,682,930 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Free attaching Option with participation in the Placement for nil consideration. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.0000001 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.5800 30/1/2028 Details of the type of +security that will be issued if the option is exercised TLG : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised On e fully paid ordinary share (ASX:TLG) Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer to the Company's announcement dated 10 December 2025. The full terms of the options will be set out in the prospectus to be lodged on or about 13 January 2026.

Details of attaching +securities proposed to be issued

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Appendix 3B - Proposed issue of securities

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ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Piggyback Option with an exercise price of $0.65 and expiring 30 Jan 2030.

+Security type

Options

Number of +securities proposed to be issued

17,682,930

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Nil cash consideration

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.6500

Expiry date

30/1/2030

Details of the type of +security that will be issued if the option is exercised

TLG : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:TLG)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer to the Company's announcement dated 10 December 2025. The full terms of the options will be set out in the prospectus to be lodged on or about 13 January 2026.

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 7C - Timetable

7C.1 Proposed +issue date

17/12/2025

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 68,172,432

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

14,754,410

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes 7E.1a Who is the lead manager/broker? Joint Lead Managers, Bell Potter Securities Limited and Euroz Hartleys Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% of gross Placement proceeds. 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Legal and ASX listing fees

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

Fund engineering study for a staged 5,000tpa production ramp up, to supply Talnode®-C and Talnode®-R anode to offtake and battery customers for qualification, advance US development opportunities and provide general working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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