Announcement PDF resourcing the new economy for a better tomorrow 28 May 2025 EQR OPENS SHARE PURCHASE PLAN EQ Resources Limited is a global tungsten producer with mining activities in Australia and Spain. HIGHLIGHTS: - EQR opens Share Purchase Plan (SPP) to raise up to $3.0M (before costs) with an issue price of $0.035 (3.5 cents) per share, the same price as the recently completed $18.8M placement (Placement). - EQR will enable existing Australian, New Zealand, and Singaporean shareholders the opportunity to acquire new shares on the same terms as the Placement via the Share Purchase Plan (SPP). - Proceeds from the SPP will be used to fund capital projects, pay down debt funding, and for working capital. EQ Resources Limited (“EQR” or “the Company”) is pleased to offer all Eligible Shareholders (defined below) the opportunity to participate in a Share Purchase Plan (SPP). Under the SPP, new fully paid ordinary shares (New Shares) will be offered at an issue price of 3.5 cents per New Share (Issue Price). The record date for the SPP was 7.00pm (AEST) on Wednesday, 21 May 2025 (Record Date). Shareholders who are eligible to participate in the SPP are shareholders of the Company with a registered address 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, who were registered as a holder of Shares as at the Record Date (Eligible Shareholders). The Issue Price represents a 16% discount to the 5-day volume weighted average market price of the Company's ordinary securities (Shares), at the Record Date. The SPP opens today, 28 May 2025, and is expected to close on Tuesday, 10 June 2025. Eligible Shareholders will be invited to subscribe for up to a maximum of $30,000 of ordinary shares at the Placement Price of $0.035, free of any brokerage or transaction costs. It is intended that the SPP will raise up to $3M and is not underwritten. EQR retains the right to accept oversubscriptions or to scale back applications at its absolute discretion. Participation in the SPP is optional. Further information regarding the SPP (including terms and conditions) will be provided to Eligible Shareholders in the SPP offer booklet ("SPP Booklet"), a copy of which is attached to this announcement. Eligible Shareholders wishing REGISTERED OFFICE: Level 4, 100 Albert Road, South Melbourne, VIC 3205 PRINCIPAL PLACE OF BUSINESS: 6888 Mulligan Highway, Mt Carbine Qld 4871 POSTAL ADDRESS: PO Box 1496, Mareeba Qld 4880 ABN: 77 115 009 106 (ASX: EQR) T: (07) 4094 3072 | F: (07) 4094 3036 | W: eqresources.com.au resourcing the new economy for a better tomorrow to acquire New Shares under the SPP will need to apply in accordance with the instructions in the SPP Booklet. All shares issued under the SPP will rank equally with existing ordinary shares from their date of issue. If you have any questions about the SPP, please contact Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 8:30am and 7:00pm (Sydney time), Monday to Friday or email corporate.actions@automicgroup.com.au. Released on authority of the Board by: Oliver Kleinhempel Executive Chairman Further Enquiries: Peter Taylor Investor Relations 0412 036 231 peter@nwrcommunications.com.au About the Company EQ Resources Limited is a leading global tungsten mining company dedicated to sustainable mining and processing practices. The Company is listed on the Australian Securities Exchange, with a focus on expanding its world-class tungsten assets at Mt Carbine in North Queensland (Australia) and at Barruecopardo in the Salamanca Province (Spain). The Company leverages advanced minerals processing technology and unexploited resources across multiple jurisdictions, with the aim of being a globally leading supplier of the critical mineral, tungsten. The Company aims to create shareholder value through the exploration and development of its current project portfolio whilst continuing to evaluate corporate and exploration opportunities within the new economy and critical minerals sector globally. Forward-looking Statements This announcement may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Particular risks applicable to this announcement include risks associated with planned production, including the ability of the Company to achieve its targeted production outline due to regulatory, technical or economic factors. In addition, there are risks associated with estimates of resources, and there is no guarantee that a resource will have demonstrated economic viability as necessary to be classified as a reserve. There is no guarantee that additional exploration work will result in significant increases to resource estimates. Neither the Australian Securities Exchange nor its Regulation Services Provider (as that term is defined in policies of the Australian Securities Exchange) accepts responsibility for the adequacy or accuracy of this announcement. Follow us: Page 2 resourcing the new economy for a better tomorrow 28 May 2025 Dear Shareholder, Invitation to participate in Share Purchase Plan On 22 May 2025, EQ Resources Limited (ACN 115 009 106) (EQR or the Company) announced that it had successfully completed a placement of 537,253,429 fully paid ordinary shares in the Company (Shares) at an issue price of $0.035 per Share to sophisticated, institutional and professional investors, raising approximately $18.8 million (Placement). The Placement completed and the Shares to be issued under the Placement will be issued utilising the Company’s placement capacity pursuant to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A. In order to provide Eligible Shareholders (defined below) with the ability to participate in the Company’s capital raising activities, the Company is pleased to provide details of a Share Purchase Plan (Plan) as announced by the Company to the ASX on 22 May 2025. Under the Plan, Eligible Shareholders will have the opportunity to purchase up to $30,000 worth of Shares at the same issue price as the Placement ($0.035 per Share), irrespective of the size of their shareholding in EQR, without incurring brokerage or transaction costs. The offer under the Plan (Offer) is intended to raise a maximum of $3,000,000 on the terms and conditions contained in this document (Terms and Conditions). The Company may elect to accept oversubscriptions or alternatively close the Offer early and/or scale back applications at its absolute discretion. Shareholders eligible to participate in the Plan Participation under the Plan is optional and is available exclusively to shareholders of the Company who are registered as holders of Shares as at 5PM (AEST) on 21 May 2025 (Record Date) and whose registered address is in Australia, New Zealand or Singapore (Eligible Shareholders). Share Purchase Plan The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding in EQR, to purchase up to $30,000 worth of Shares at an issue price of 0.035 per Share (Price) being the same issue price as the Shares offered to sophisticated and professional investors under the Placement. The Price represents a discount of 16% to $0.042 (being the volume weighted average market price (VWAP) of the Shares over the last five trading days on which sales in the Shares were recorded before the day on which the Plan was announced on 22 May 2025. While the Company intends to raise up to $3,000,000 under the Plan, the Company reserves the right to accept oversubscriptions at its absolute discretion, subject to shareholder demand and compliance with the ASX Listing Rules. In accordance with the ASX Listing Rules, the maximum number of Shares that can be issued under a share purchase plan is that amount equal to 30% of the Company’s existing issued share capital. Accordingly, as at the date of this document the maximum number of Shares which will be issued under this Plan will be 708,009,735. PRINCIPAL PLACE OF BUSINESS: 6888 Mulligan Highway, Mt Carbine Qld 4871 POSTAL ADDRESS: PO Box 1496, Mareeba Qld 4880 ABN: 77 115 009 106 (ASX: EQR) T: (07) 4094 3072 | F: (07) 4094 3036 | W: eqresources.com.au resourcing the new economy for a better tomorrow In addition, depending on applications received, the Company may, in its absolute discretion, undertake a scale back so that not more than $1,000,000 is raised under the Plan. Scale back decisions are made by the Board and are final. The directors of the Company who are Eligible Shareholders may participate under the Plan subject to the Listing Rules. An application form for the Plan https://investor.automic.com.au/#/home. (Application Form) is available online at Current activities Details of the Company’s current activities are set out in the announcements made by the Company to the ASX and are available from the ASX platform (ASX:EQR), or the Company’s website at Investors | EQ Resources Limited. Use of funds The funds raised under the Placement and the Plan will be used to fund capital projects, pay down debt funding, and for working capital. How much can you invest? Eligible Shareholders may each apply for a maximum of $30,000 worth of Shares and a minimum of $2,000 worth of Shares under the Plan. How to accept the Offer To apply for Shares under the Plan, please follow the instructions on your personalised Application Form which is available online at https://investor.automic.com.au/#/home Eligible Shareholders may participate by selecting only one of the following options to purchase Shares under the Plan: Total amount payable Number of Shares which may be purchased Offer A $30,000 857,142 Offer B $25,000 714,285 Offer C $20,000 571,428 Offer D $15,000 428,571 Offer E $10,000 285,714 Offer F $5,000 142,857 Offer G $2,000 57,142 The number of Shares to which you are entitled will be calculated by dividing the subscription amount you have selected by the Price, rounded down. All payments in accordance with the options set out in your Application Form (Application) must be received by the Closing Date of 10 June 2025. If the exact amount of money is not tendered with your Application, the Company reserves the right to either: - return your application monies and not issue any Shares to you; or issue to you the number of Shares that would have been issued had you applied for the highest designated amount that is less than the amount of your payment and refund the excess Page 2 resourcing the new economy for a better tomorrow application monies to you by electronic funds transfer as soon as possible, without interest. If no bank details are recorded by the registry, a withheld notice will be issued via post with instructions to update your bank details. The Company confirms that if the amount to be refunded is less than the issue price of one Share, being $0.035, it will not be refunded and will be retained by the Company. Once an Application has been made it cannot be revoked. Payment by cheque, bank drafts or cash will not be accepted. Multiple holdings The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if an Eligible Shareholder receives more than one Offer (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate of the application amount paid for the Shares the subject of the Application and any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed $30,000. Custodians and Nominees Eligible Shareholders who hold Shares as custodian or nominee (Custodian) for one or more persons on the Record Date (Beneficiary) may apply for up to a maximum amount of $30,000 worth of Shares in respect of each Beneficiary who is resident in Australia, New Zealand or Singapore, subject to providing a Custodian Certificate to the Company, as described in the Terms and Conditions. Please refer to the Terms and Conditions section of this document below for more details. Relationship of issue price with market price On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was $0.049. The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued to you pursuant to your Application under the Offer. By making an Application under the Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that although the 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 its intention to make an offer and the date of issue of Shares under that offer and that the value of the Shares received under the Plan may rise or fall accordingly. The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an Application under the Offer. Additional information and important dates The offer of Shares under the Plan is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC CI 2019/547) and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The Offer cannot be transferred, and the Directors of the Company reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any Application. Shares issued under the Plan will be issued no more than five business days after the Closing Date of the Offer. Application for quotation on ASX of the Shares issued under the Offer will be made immediately following the issue of those Shares. Page 3 resourcing the new economy for a better tomorrow The maximum amount proposed to be raised under the Offer is $3,000,000. The Company, however, reserves absolute discretion regarding the final amount raised under the Offer, subject to the ASX Listing Rules. In the event of oversubscriptions by the Closing Date the Directors of the Company may, in their absolute discretion, scale-back applications on an equitable basis. Scale-back for Shares held by Custodians will be applied at the level of the underlying Beneficiary. The Directors of the Company may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions. If the Company rejects or scales-back an Application or purported Application, the Company will promptly return to the applicant the relevant application monies, without interest. Foreign offer restrictions Company to confirm whether offer will be made to additional jurisdictions. This document may not be released or distributed in any country other than Australia, New Zealand or Singapore. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. New Zealand shareholders The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (as amended) (New Zealand). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain. Singapore Shareholders This document and any other materials relating to the Shares offered under the Plan 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 or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be issued, circulated or distributed, nor may the 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 (the “SFA”) or another exemption under the SFA. This document has been given to you on the basis that you are an “institutional investor” or an “accredited investor” (as such terms are defined in the SFA). If you are not such an investor, 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 Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors who acquire Shares Page 4 resourcing the new economy for a better tomorrow or securities of any form. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. Shortfall placement The Company does not intend to place any shortfall under the Offer. Indicative Timetable Record Date for Share Purchase Plan 21 May 2025 Announcement of Share Purchase Plan and Placement and lodgement of Appendix 3B 22 May 2025 Issue of Shares under Placement, lodgement of Appendix 2A and Cleansing Notice 27 May 2025 Dispatch of Share Purchase Plan Offer Booklet to Eligible Shareholders and release Share Purchase Plan Offer Booklet on the ASX platform 28 May 2025 Opening Date for Share Purchase Plan 28 May 2025 Closing Date for Share Purchase Plan 10 June 2025 Announcement of results of Share Purchase Plan 13 June 2025 (before noon (Sydney time) Issue of new Shares under the Share Purchase Plan and lodge Appendix 2A. 17 June 2025 (before noon (Sydney time)) Note: The above dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, Eligible Shareholders are encouraged to submit their Applications as early as possible. Should you wish to discuss any information contained in this document further, please do not hesitate to contact EQR’s Company Secretary, Tony Di Pietro on 0410 765 631 or by email at tony.pietro@vistra.com. Yours faithfully Mr Oliver Kleinhempel Executive Chairman EQ Resources Ltd Page 5 resourcing the new economy for a better tomorrow EQ Resources Limited ACN 115 009 106 Share Purchase Plan - Terms and Conditions Purpose The purpose of the Share Purchase Plan (Plan), which will be conducted following the Placement, is to offer shareholders of EQ Resources Limited (ACN 115 009 106)(EQR or the Company) the opportunity to acquire additional fully paid ordinary shares in the Company (Shares) up to a maximum of $30,000 worth of Shares and a minimum of $2,000 worth of Shares. The issue price of $0.035 per Share under the Plan represents a discount of 16% to the volume weighted average market price of the Shares over the last five trading days on which sales in the Shares were recorded prior to the date the Plan was announced on 22 May 2025, being $0.042. The Company is intending to raise $3,000,000 under the Plan, with the ability to accept oversubscriptions. The Shares will not attract brokerage costs and will be issued without the need for the Company to issue a prospectus. The Plan is governed upon such terms and conditions as the board of directors of the Company, in its absolute discretion, sees fit. 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 Plan having regard to your investment objectives, financial situation and particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision whether to subscribe for Shares under the Plan. Shareholders eligible to participate Holders of Shares that are registered with an Australian, New Zealand or Singaporean address at the Record Date are eligible shareholders (Eligible Shareholders) and may participate in the Plan, unless such registered shareholder holds Shares on behalf of another person who resides outside Australia, New Zealand or Singapore. Due to foreign securities laws, it is not practical for shareholders (or beneficial shareholders) resident in other countries to be offered the opportunity to participate in the Plan. Participation in the Plan is optional and is subject to these Terms and Conditions. Offers made under the Plan are non-renounceable (i.e. Eligible Shareholders may not transfer their rights to any Shares offered under the Plan). Eligible Shareholders who wish to take up Shares offered under the Plan agree to be bound by the Company’s constitution in respect of Shares issued under the Plan. An offer may, at the discretion of the Directors of the Company, be made under the Plan once a year. The maximum amount which any shareholder may subscribe for in any consecutive 12-month period is $30,000. The Directors of the Company may also determine in their discretion the minimum amount for participation, the multiple of Shares to be offered under the Plan and the period the offer is available to Eligible Shareholders. Custodians, trustees and nominees If you are an Eligible Shareholder and hold Shares as a custodian (as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC CI 2019/547) (refer below) (Custodian) or in any more specific ASIC relief granted to the Company in relation to the Plan), you may apply for up to $30,000 worth of new Shares for each beneficiary for whom you act as custodian provided you Page 6 resourcing the new economy for a better tomorrow complete and submit, together with an Application, a certificate (Custodian Certificate) with the following information: (a) that you held Shares on behalf of: (i) one or more other persons that are not custodians; and/or (ii) another custodian (Downstream Custodian) that holds beneficial interests in Shares on behalf of one or more other persons who are resident in Australia, New Zealand or Singapore, to which those beneficial interests relate, (each a Participating Beneficiary) at the Record Date who have subsequently instructed you, and/or the Downstream Custodian, to apply for Shares under the Plan on their behalf; (b) the number of Participating Beneficiaries and their names and addresses; (c) the number of Shares that you hold on behalf of each Participating Beneficiary; (d) the number or dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through a Downstream Custodian, to apply for on their behalf; (e) that the application price for Shares applied under the Offer for each Participating Beneficiary for whom you act in addition to the application price for any other Shares issued to you as custodian (as a result of instruction given to you as Custodian or a Downstream Custodian) for that Participating Beneficiary under any arrangement similar to the Plan in the prior 12 months does not exceed $30,000; (f) that a copy of the written Offer document was given to each Participating Beneficiary; and (g) where you hold Shares on behalf of a Participating Beneficiary indirectly, through one or more Downstream Custodians, the name and address of each Downstream Custodian. For the purposes of ASIC CI 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 you: (a) hold an Australian financial services licence covering the provision of a custodial or depository service; (b) are exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depository service; (c) hold an Australian financial services licence covering the operation of an IDPS or is a responsible entity of an IDPS-like scheme; (d) are a trustee of a self-managed superannuation fund or a superannuation master trust; or (e) are a registered holder of shares or interests in the class and are noted on the register of members of the body or scheme as holding the shares or interests on account of another person. 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 (above) apply. 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, Page 7 resourcing the new economy for a better tomorrow you should contact the Company’s share registry at any time from 8.30am to 7.00pm (Sydney time) Monday to Friday during the Offer period. The Company reserves the right to reject any Application 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. Price of Shares The issue price of Shares under the Plan has been set to match the issue price of Shares offered under the Placement. The issue price of Shares to be issued under the Plan is $0.035 which represents a discount of 16% of the volume weighted average market price for the Shares over the last five trading days on which sales in the Shares were recorded prior to the date the Plan was announced on 22 May 2025, being $0.042. The future market price of the Shares is uncertain and there is a risk that the market price of the Shares may rise or fall between the date of the Offer and the date when the Shares are issued to applicants under the Plan. Accordingly, the issue price you pay for Shares under the Plan may either be higher or lower than market price of the Shares trading on the ASX at the time the Shares are issued to you under the Plan. The market price for the Shares on the ASX can be obtained from your stockbroker or the ASX’s website. Applications and notices At the discretion of the Directors of the Company, the Company will send Eligible Shareholders a letter of offer and acceptance procedures, inviting them to subscribe for Shares under the Plan, and accompanied by these Terms and Conditions of the Plan and an Application Form. Applications will not be accepted after the Closing Date of the Offer being 10 June 2025. Oversubscriptions to the Offer may be refunded without interest, if not accepted by the Company. Notices and statements made by the Company to participants may be given in any manner prescribed by the Company’s Constitution. Acknowledgement By completing an Application and making the associated payment in accordance with the options on your Application Form, you: (a) irrevocably and unconditionally agree to the terms and conditions of the Plan 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 Plan; (b) warrant that all details and statements in your Application are true and complete and not misleading; (c) 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 Price); (d) warrant that you are an Eligible Shareholder and are eligible to participate in the Plan; (e) acknowledge that no interest will be paid on any application monies held pending the issue of Shares under the Plan or subsequently refunded to you for any reason; (f) 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; Page 8 resourcing the new economy for a better tomorrow (g) acknowledge and agree that if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are participating is resident in Australia, New Zealand or Singapore, and you have not sent these Terms and Conditions, an Offer document, or any materials relating to the Plan, to any person outside Australia, New Zealand or Singapore; (h) if you are applying on your own behalf (and not as a Custodian), acknowledge and agree that: (i) you are not applying for Shares with an application price of more than $30,000 under the Plan (including by instructing a Custodian to acquire Shares on your behalf under the Plan); and (ii) the total of the application price for the following does not exceed $30,000: (A) the Shares the subject of the Application; (B) any other Shares issued to you under the Plan or any similar arrangement in the 12 months before the Application (excluding Shares applied for but not issued); (C) any ot