ASX:EQR - Ceasing to be a substantial holder

Ceasing to be a substantial holder

Released 28 Jul 2026 - 9:17 AM

Announcement PDF 605 Page 1 of 2 15 July 2001 Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder To Company Name/Scheme EQ Resources Limited (EQR) ACN/ARSN ACN 115 009 106 1. Details of substantial holder (1) Name OCM Luxembourg Tungsten Holdings S.á r.l ("OCM") and each person listed in Annexure A (being each an entity that is either the ultimate controller of OCM or is an entity which is interposed on a control basis between OCM and that ultimate controller, with such entity being an "Oaktree Substantial Holder") ACN/ARSN (if applicable) N/A The holder ceased to be a substantial holder on 24 July 2026 The previous notice was given to the company on 2 April 2026 The previous notice was dated 1 April 2026 2. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Date of change Person whose relevant interest changed Nature of change (4) Consideration given in relation to change (5) Class (6) and number of securities affected Person's votes affected 24 July 2026 OCM Disposal of ordinary shares ("Shares") pursuant to a securities sale agreement dated 17 July 2026 and attached as Annexure B. $129,319,766.85 862,131,779 Shares 862,131,779 24 July 2026 Each Oaktree Substantial Holder As a result of OCM ceasing to have a relevant interest in the Shares, cessation of a relevant interest under section 608(3) of the Corporations Act 2001 (Cth). As above As above As above 3. Changes in association The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of association N/A N/A 4. Addresses The addresses of persons named in this form are as follows: Name Address OCM 33 South Grand Avenue, 28th Floor, Los Angeles, California 90071, United States of America Each Oaktree Substantial Holder As set out in Annexure A 605 Page 2 of 2 15 July 2001 Signatures print name Martin Eckel capacity Manager of OCM Luxembourg Tungsten Holdings S.á r.l (RCS Luxembourg: B196700) sign here date print name Nicolas Sansonnet capacity Manager of OCM Luxembourg Tungsten Holdings S.á r.l (RCS Luxembourg: B196700) sign here date DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form. (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (3) See the definition of "associate" in section 9 of the Corporations Act 2001. (4) Include details of: (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. (5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. (6) The voting shares of a company constitute one class unless divided into separate classes. (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. ! ! Annexure A This is Annexure A of 1 page referred to in the Form 605 (Notice of ceasing to be a substantial holder). print name Martin Eckel capacity Manager of OCM Luxembourg Tungsten Holdings S.á r.l (RCS Luxembourg: B196700) sign here date print name Nicolas Sansonnet capacity Manager of OCM Luxembourg Tungsten Holdings S.á r.l (RCS Luxembourg: B196700) sign here date Name Address OCM Luxembourg EPF III S.á r.l 26A, Boulevard Royal L-2449 Luxembourg Oaktree European Principal Fund III Ltd. Walers Corporate Limited, Cayman Corporate Centre 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands Oaktree European Principal Fund III, L.P. 33 South Grand Avenue, 28th Floor, Los Angeles, California 90071, United States of America Oaktree Capital Management, L.P. 33 South Grand Avenue, 28th Floor, Los Angeles, California 90071, United States of America Oaktree Capital Management GP LLC 33 South Grand Avenue, 28th Floor, Los Angeles, California 90071, United States of America Atlas OCM Holdings LLC 33 South Grand Avenue, 28th Floor, Los Angeles, California 90071, United States of America Oaktree Capital Group Holdings, L.P. 33 South Grand Avenue, 28th Floor, Los Angeles, California 90071, United States of America Oaktree Capital Group Holdings GP, LLC 33 South Grand Avenue, 28th Floor, Los Angeles, California 90071, United States of America ! ! Annexure B This is Annexure B of 39 pages referred to in the Form 605 (Notice of ceasing to be a substantial holder). print name Martin Eckel capacity Manager of OCM Luxembourg Tungsten Holdings S.á r.l (RCS Luxembourg: B196700) sign here date print name Nicolas Sansonnet capacity Manager of OCM Luxembourg Tungsten Holdings S.á r.l (RCS Luxembourg: B196700) sign here date ! ! Execution Version OCM Luxembourg Tungsten Holdings S.á r.l, and Wonongarra Pty Ltd SECURITIES SALE AGREEMENT $)'##*!$% 30086762910-v10 2 21-41110723 Clause Page 1. INTERPRETATION........................................................................................................................................3 2. AGREEMENT TO SELL AND BUY ............................................................................................................7 3. PURCHASE PRICE.........................................................................................................................................7 4. CAPITAL GAINS TAX WITHHOLDING..................................................................................................7 5. COMPLETION................................................................................................................................................8 6. WARRANTIES .............................................................................................................................................10 7. CONFIDENTIALITY....................................................................................................................................11 8. NOTICES.......................................................................................................................................................11 9. GENERAL......................................................................................................................................................12 CONTENTS $)'##*!$% 30086762910-v10 3 21-41110723 THIS AGREEMENT is dated 17 July 2026 PARTIES (1) OCM LUXEMBOURG TUNGSTEN HOLDINGS S.Á R.L, (registered with the Register of Commerce and Companies of Luxembourg under number B196700) of 26A Boulevard Royal, L-2449 Luxembourg (the "Seller"); and (2) WONONGARRA PTY LTD (ACN 700 017 483) of 171-173 Mounts Bay Road, Perth WA 6000 (the "Buyer"). BACKGROUND (A) The Seller is the beneficial owner of the Sale Securities and registered holder of the Sale Options. Bank of New York Mellon (the "Custodian") is the registered holder of the Sale Shares, which it holds on behalf of the Seller as custodian. (B) The Buyer wishes to purchase, and the Seller wishes to sell, the Sale Securities on the terms and conditions set out in this document. AGREED TERMS 1. INTERPRETATION 1.1 Definitions The following definitions apply in this document. "ASIC" means the Australian Securities and Investments Commission. "ASX" means ASX Limited (ACN 008 624 691) or, if the context requires, the financial market operated by it. "ASX Settlement Operating Rules" means the official settlement operating rules of ASX as waived or modified from time to time. "Business Day" means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney or Perth. "CGT Declaration" means a declaration (in the ATO form NAT 74879-06.2016 or any replacement or successor of such form) from the Seller that the Sale Shares are not indirect Australian real property interests as defined in section 995-1 of the Income Tax Assessment Act 1997 (Cth) that covers the Completion Date. "Company" means EQ Resources Limited (ACN 115 009 106) (ASX: EQR). "Completion" means completion of the sale and purchase of the Sale Securities under Clause 5, being: (a) settlement of the transfer of the Sale Shares via CHESS in accordance with the ASX Settlement Operating Rules; and (b) completion of the transfer of the Sale Options in accordance with Clause 5.4. $)'##*!$% 30086762910-v10 4 21-41110723 "Completion Date" means the fifth Business Day following the date of this document, or such other date as agreed by the parties in writing. "Corporations Act" means the Corporations Act 2001 (Cth). "Custodian" means Bank of New York Mellon. "Deed of Adherence" means the deed of adherence to the Investor Rights Deed, substantially in the form as set out in Annexure A. “Insolvency Event” means, in respect of a relevant person, where that relevant person: (a) stops or suspends, or threatens to stop or suspend, payment of all or any of its debts or becomes insolvent or bankrupt; (b) has a receiving order made against it, or compounds with its creditors; (c) is placed under official management or carries on its business under a receiver, trustee, liquidator, provisional liquidator or administrator for the benefit of its creditors or any of them, or any step preliminary to the appointment of a receiver, trustee, liquidator, provisional liquidator or administrator is taken; (d) has an application or order made, proceedings commenced, a resolution passed or proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it for its winding up or dissolution or for it to enter into an arrangement, compromise or composition with or assignment for the benefit of any of its creditors; (e) if it is a company, is wound up (not being a members' voluntary winding up for the purpose of amalgamation or reconstruction); (f) if it is a partnership, ceases to have all the partners comprising the partnership as at the date of this document; (g) if it is an individual, commits an act of bankruptcy or makes a compromise or composition with or assignment of his property in favour of creditors; or (h) suffers any event which is of substantially the same effect to any of the events in paragraphs (a) to (g) of this definition under the laws of its incorporation or which are otherwise applicable to it; “Investor Rights Deed” means the investor rights deed between the Company and the Seller dated 13 July 2026, substantially in the form as set out in Annexure C. "PPSA" means the Personal Property Securities Act 2009 (Cth). "Purchase Price" means $130,386,433.53, being the aggregate of the Purchase Price for the Sale Shares and the Purchase Price for the Sale Options. “Sale Options Purchase Price” means $1,066,666.68. “Sale Shares Purchase Price” means $129,319,766.85. $)'##*!$% 30086762910-v10 5 21-41110723 "Rights" means all accretions and rights attaching to the Sale Securities on or after Completion, including: (a) all rights to receive dividends and other distributions declared or paid and to receive or subscribe for shares, notes or options issued by the Company; and (b) all rights set out in the Investor Rights Deed. "Sale Securities" means the Sale Shares and the Sale Options. "Sale Shares" means 862,131,779 Shares. "Sale Options" means 35,555,556 options in the Company which have an expiry date of 29 May 2027 and an exercise price of A$0.0675. "Security Interest" means: (a) a security interest that is subject to the PPSA; (b) a security interest (within the meaning of section 51A of the Corporations Act); (c) any other mortgage, pledge, lien or charge; or (d) any other interest or arrangement of any kind that in substance secures the payment of money or the performance of an obligation, or that gives a creditor priority over unsecured creditors in relation to any property. "Security Transfer Form" means one or more instruments for the transfer of the Sale Options, substantially in the form as set out in Annexure B. "Share" means a fully paid ordinary share in the capital of the Company. "TAA" means the Taxation Administration Act 1953 (Cth). 1.2 Rules for interpreting this document Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply: (a) a singular word includes the plural, and vice versa; (b) a word which suggests one gender includes the other genders; (c) if a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning; (d) 'includes' means includes without limitation and 'in particular' (or similar wording) does not limit the generality of the preceding words, or exclude anything not expressly included or particularised, unless this document expressly provides otherwise; (e) a reference to: $)'##*!$% 30086762910-v10 6 21-41110723 (i) a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority; (ii) a person includes the person's legal personal representatives, successors, assigns and persons substituted by novation; (iii) an entity includes a body corporate, a partnership or a trust; (iv) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced; (v) an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation; (vi) a right includes a benefit, remedy, discretion or power; (vii) time is to local time in Perth, Australia; (viii) '$' or 'dollars' is a reference to Australian currency; (ix) this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties; (x) writing includes: (A) any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions; and (B) words created or stored in any electronic medium and retrievable in perceivable form; (xi) this document includes all schedules and annexures and exhibits to it; and (xii) a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document; (f) if the date on or by which any act must be done under this document is not a Business Day, the act must be done on or by the next Business Day; (g) where time is to be calculated by reference to a day or event, that day or the day of that event is excluded; and (h) an obligation to use reasonable endeavours does not require a party to incur a substantial commercial detriment or payment obligation. 1.3 The rule about contra proferentem This document is not to be interpreted against the interests of a party merely because that party proposed this document or some provision in it or would otherwise benefit from it. $)'##*!$% 30086762910-v10 7 21-41110723 1.4 Headings Headings do not affect the interpretation of this document. 2. AGREEMENT TO SELL AND BUY 2.1 Sale and purchase The Seller agrees to sell the Sale Securities free of any Security Interest to the Buyer and the Buyer agrees to buy the Sale Securities from the Seller for the Purchase Price on the terms of this document. 2.2 Title, property and risk (a) Until the time of Completion, the title to, property in and risk of the Sale Securities remain solely with the Seller. (b) Subject to Completion, with effect from the time of Completion, the title to, property in and risk of the Sale Securities (including all Rights) pass to the Buyer. 2.3 Transfer of Rights The Sale Securities (including all Rights) must be transferred to the Buyer on Completion in accordance with Clause 5.3. 3. PURCHASE PRICE 3.1 Purchase Price As consideration for the purchase of the Sale Securities, the Buyer must pay the Purchase Price to the Seller in accordance with this Clause 3. 3.2 Effecting payment of the Sale Shares Purchase Price The Buyer must pay the Seller the Sale Shares Purchase Price through the settlement facility offered by CHESS in accordance with Clause 5.3. 3.3 Effecting payment of Sale Options Purchase Price On the date of this agreement, the Seller must give the Buyer details of the bank account nominated into which the Sale Options Purchase Price is to be transferred. 3.4 No set-off The Buyer must not make any set-off, deduction or withholding from payment of any part of the Purchase Price, except as permitted in Clause 4. 4. CAPITAL GAINS TAX WITHHOLDING 4.1 Declaration by Seller (a) The Seller warrants and declares that, for a period beginning at the time of entry into this document and ending on Completion, the Sale Shares are not an indirect $)'##*!$% 30086762910-v10 8 21-41110723 Australian real property interest within the meaning of section 995-1 of the Income Tax Assessment Act 1997 (Cth). (b) If Completion occurs later than six months from the date of this document, then the Seller must give the Buyer a copy of a CGT Declaration at least five Business Days before Completion. 4.2 Buyer not to withhold The Buyer acknowledges and agrees that, provided that: (a) if Completion occurs later than six months from the date of this document, it has been provided with a copy of the CGT Declaration at least five Business Days before Completion; and (b) it does not, acting reasonably, know that the declaration and warranty in Clause 4.1(a) and (if applicable) the CGT Declaration is false; and (c) any other requirements which must be satisfied in order for section 14-210(3) of Schedule 1 to the TAA to apply in relation to the sale of the Sale Shares (including requirements introduced as a result of changes in law after the date of this document) are satisfied (including, without limitation, any requirement that the Seller has given notification to the ATO in respect of the declaration in clause 4.1 or CGT Declaration (as applicable) in the manner and time required by law), it will not withhold any amounts from the Purchase Price under subdivision 14-D of Schedule 1 to the TAA. 5. COMPLETION 5.1 Notification under Investor Rights Deed On the date of this document, the Seller must notify the Company that it intends to transfer its rights under the Investor Rights Deed to the Buyer, in accordance with the Investor Rights Deed. 5.2 Relevant details to be given before Completion Before Completion, each party must provide to the other party such information as the first- mentioned party may reasonably request for Completion, including, without limitation, providing all supporting information required to transfer the Sale Options under the Security Transfer Form. 5.3 Completion of transfer of Sale Shares On the Completion Date, in respect of the Sale Shares: (a) the Seller must do everything necessary to transfer the Sale Shares to the Buyer in accordance with the requirements of the ASX Settlement Operating Rules, including giving any necessary instructions to the Custodian or the Custodian’s broker or other controlling participant, and procure that such broker or controlling participant respond to and accept those instructions as soon as reasonably practicable and in any event to ensure that the transfer of Sale Shares is registered on the Completion Date; and $)'##*!$% 30086762910-v10 9 21-41110723 (b) the Buyer must pay an amount equal to the Sale Shares Purchase Price to the Buyer’s broker, such that settlement of the transfer of the Sale Shares to the Buyer and payment of the Sale Shares Purchase Price to the Seller occurs via CHESS on a T+2 basis in accordance with the ASX Settlement Operating Rules. 5.4 Other Completion obligations On the Completion Date: (a) the Seller must: (i) transfer or procure the transfer of all the Sale Options to the Buyer (or its nominee) free of all Security Interests. The Seller must do everything, and execute and deliver any document, that may reasonably be required of it to cause the Sale Options to be transferred to and registered in the name of the Buyer (or its nominee) on the Completion Date; and (ii) deliver the fully executed Deed of Adherence and fully executed Security Transfer Form to the Company; and (b) the Buyer must: (i) do everything and execute and deliver any document, to enable the Seller to fulfil its obligations to transfer or procure the transfer of all the Sale Options in accordance with paragraph 5.4(a)(i); (ii) deliver its fully executed counterpart of the Deed of Adherence and its fully executed counterpart of the Security Transfer Form to the Seller; and (iii) subject to the Seller complying with its obligation in paragraph 5.4(a)(i), pay or procure payment of the Sale Options Purchase Price to the Seller or to the bank account nominated pursuant to clause 3.3 on the Completion Date. 5.5 When does Completion occur The obligations of the parties at Completion are interdependent and must be completed simultaneously. Completion occurs only once the Buyer and the Seller have satisfied their respective obligations under Clauses 5.3 and 5.4. If one action does not take place, then without prejudice to any rights available to any party as a consequence: (a) Completion is taken not to have occurred; (b) there is no obligation on any party to undertake or perform any of the other actions; and (c) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions (including the return of documents and the repayment of any payments). $)'##*!$% 30086762910-v10 10 21-41110723 6. WARRANTIES 6.1 Warranties (a) The Seller represents and warrants in favour of the Buyer at the date of this document and immediately before Completion that: (i) it is duly incorporated and validly exists under the laws of the place of its incorporation; (ii) it has full legal capacity and power to own its property and to enter into this document and carry out the transactions that it contemplates; (iii) this document constitutes legal, valid and binding obligations and is enforceable in accordance with its terms by appropriate legal remedy; (iv) the execution, delivery and performance of this document and each transaction contemplated by this document does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under: (A) any provision of its constitution; (B) any material term or provision of any security arrangement, undertaking, agreement or deed; or (C) any writ, order or injunction, judgement, or law to which it is a party or is subject or by which it is bound; (v) the Investor Rights Deed is in full force and effect, has not been amended, supplemented or waived (in whole or in part), and the Seller is not in breach of it, as at the date of this document and as at Completion; (vi) the Seller is the sole beneficial owner of the Sale Securities and the sole registered holder of the Sale Options and the Custodian is the sole registered holder of the Sale Shares; (vii) it has full power and authority to direct the Custodian to transfer the Sale Shares to the Buyer and to perform its obligations under this document; (viii) it is not affected by an Insolvency Event; and (ix) there is no restriction on the sale or transfer by the Seller to the Buyer of the Sale Securities and the Seller has obtained all consents necessary to enable it to transfer the Sale Securities to Buyer; (x) on Completion the Buyer will acquire good title to and beneficial ownership of the Sale Securities free from Security Interests and with all Rights attaching or accruing to the Sale Securities on and from Completion; (xi) the Seller is not in possession of any non-public material information concerning the Company (other than information in respect of this transaction); and (xii) each Sale Option was issued and is exercisable, on the terms and conditions set out in schedule 1 of the explanatory statement accompanying and forming part of the notice of extraordinary general meeting issued by the $)'##*!$% 30086762910-v10 11 21-41110723 Company on or around 7 January 2025 in respect of a meeting of the Company's shareholders held on 7 February 2025. (b) The Buyer represents and warrants in favour of the Seller that at the date of this document and immediately before Completion: (i) it is duly incorporated and validly exists under the laws of the place of its incorporation; (ii) it has full legal capacity and power to own its property and to enter into this document and carry out the transactions that it contemplates; (iii) it is not affected by an Insolvency Event. 6.2 Reliance The Seller acknowledges that the Buyer, in entering into this document, is relying on the representations and warranties given under Clause 6.1(a). The Buyer acknowledges that the Seller, in entering into this document, is relying on the representations and warranties given under Clause 6.1(b). 6.3 Claim limitations (a) The maximum aggregate liability of the Seller in respect of all claims made or brought by the Buyer under or in connection with this document or the transactions contemplated by it is the amount of the Purchase Price paid at that time. The Seller will not be liable for any claims made more than 12 months after Completion. (b) Any payment made to the Buyer for a breach of a warranty given by the Seller will be treated as an adjustment of the Purchase Price paid for the Sale Securities. (c) Neither party will be liable to the other party for any indirect or consequential loss or damage, loss of revenue, loss of profits, loss of business, loss of opportunity or loss of anticipated savings arising out of or in connection with any breach of this document, whether arising under contract, in tort (including negligence) or otherwise. 7. CONFIDENTIALITY 7.1 Confidentiality Each party must treat the terms of this document as confidential information for the purposes of the confidentiality agreement between the parties dated 23 April 2026. 8. NOTICES (a) A notice, consent or other communication under this document is effective only if it is in writing, signed and either left at the addressee's address or sent to the addressee by email. (b) A notice, consent or other communication that complies with this clause is regarded as given and received: $)'##*!$% 30086762910-v10 12 21-41110723 (i) if it is delivered, when it has been left at the addressee's address; (ii) if it is sent by email: (A) if it is transmitted by 5.00 pm (Perth time) on a Business Day – on that Business Day; or (B) if it is transmitted after 5.00 pm (Perth time) on the Business Day, or on a day that is not a Business Da

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