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WESTERN GOLD RESOURCES LIMITED. Capital/Financing Update 2025

Oct 6, 2025

66058_rns_2025-10-06_7991c150-9e88-4753-b9e3-85753bdde431.pdf

Capital/Financing Update

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Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

WESTERN GOLD RESOURCES LIMITED.

Announcement Type

New announcement

Date of this announcement

6/10/2025

The Proposed issue is:

A placement or other type of issue

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 UNLISTED OPTIONS (EXPIRING 3 YEARS EX $0.175) 15,000,000
confirmedWGR ORDINARY FULLY PAID 56,250,000
Proposed +issue date
28/11/2025

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

Part 1 - Entity and announcement details

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1.1 Name of +Entity

WESTERN GOLD RESOURCES LIMITED.

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

ACN

Registration Number

139627446

1.3 ASX issuer code

WGR

1.4 The announcement is

New announcement

1.5 Date of this announcement

6/10/2025

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

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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? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 28/11/2025 Estimated No

Comments

56,250,000 ordinary shares to be issued, comprising:

  • 25,805,973 shares under existing Listing Rule 7.1 and 7.1A placement capacity (no shareholder approval required)

  • 30,444,027 shares subject to shareholder approval

15,000,000 lead manager options also subject to shareholder approval.

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? No

Details of +securities proposed to be issued

ASX +security code and description

WGR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

56,250,000

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 0.12000

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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

Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +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 Will the entity be seeking quotation
ASX that the terms of the proposed of the 'new' class of +securities on
+securities are appropriate and ASX?
equitable under listing rule 6.1? No
No
ASX +security code +Security description
New class-code to be confirmed UNLISTED OPTIONS (EXPIRING 3 YEARS EX $0.175)
+Security type
Options
Number of +securities proposed to be issued
15,000,000
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 +securitiesNominal fee of $0.00001 per option
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
150.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

Appendix 3B - Proposed issue of securities

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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 0.1750 7/10/2028

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

WGR : ORDINARY FULLY PAID

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

One fully paid ordinary share in the Company (ASX:WGR) per option

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://westerngoldresources.com.au/investor-centre/#asx-announcements

Part 7C - Timetable

7C.1 Proposed +issue date

28/11/2025

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?

2,805,342 shares

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?

23,000,631 shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company decided a placement as it considered this the most efficient and cost effective method to secure funding in a shorter timeframe, while engaging with new and existing professional and sophisticated investors.

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

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Appendix 3B - Proposed issue of securities

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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?

Lead Managers GTT Ventures Pty Ltd and Taurus Capital Pty Ltd acted as joint lead managers

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

In total, 6% of gross proceeds raised and will be issued 15 million options with a strike price of $0.175 and expiry date being 3 years from the date of issue (subject to shareholder approval).

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

Part 7F - Further Information

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

Proceeds will be applied to to the Company's Gold Duke pre-mining capital requirements, development activities, site mobilisation, general working capital ahead aimed first gold production and costs of the placement.

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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