Announcement PDF SULTAN RESOURCES LIMITED ACN 623 652 522 BONUS OPTION ISSUE PROSPECTUS For a pro-rata non-renounceable offer of 1 New Option for every 8 Shares held by those Shareholders registered at the Record Date at an issue price of $0.001 per New Option to raise up to $91,432 (based on the number of Shares on issue as at the date of this Prospectus) (Offer). In addition to the Offer, by this Prospectus, the Company also makes an offer of up to 25,000,000 New Options to the Lead Manager (and / or its nominee(s)) for nil cash consideration as part of the (Lead Manager Offer). IMPORTANT NOTICE This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered as highly speculative. i IMPORTANT NOTICE This Prospectus is dated 8 October 2026 and was lodged with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities offered by this Prospectus should be considered as highly speculative. Applications for Securities offered pursuant to this Prospectus can only be made by an original Entitlement and Acceptance Form or Shortfall Application Form. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company. Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult. No Investment Advice The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets your objectives, financial situation and needs. Forward-looking statements This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the Company’s management. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements. The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5. Overseas shareholders This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Securities will not be issued to Shareholders with a registered address which is outside Australia or New Zealand. For further information on overseas Shareholders please refer to Section 2.10. Continuous disclosure obligations The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest. Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX. Please refer to Section 6.2 for further details. ii Target Market Determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company and the Lead Manager will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website (www.sultanresources.com.au). Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.sultanresources.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian or New Zealand resident and must only access this Prospectus from within Australia or New Zealand. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 (8) 6559 1792 during office hours or by emailing the Company at info@sultanresources.com.au. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. Company Website No documents or other information available on the Company’s website is incorporated into this Prospectus by reference. Financial forecasts The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection. Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Securities issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. Photographs and Diagrams Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Definitions and Time Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 8. All references to time in this Prospectus are references to Australian Western Standard Time. Privacy statement If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder. The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry. You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application. Enquiries If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offers or how to accept the Offer please call the Company Secretary on +61 (8) 6559 1792. iii C O R PO R A TE D IR EC TO R Y Directors (Lincoln) Xi Victor Liu Non-Executive Chair Maurice (Nic) Matich Non-Executive Director Mark Mitchell Non-Executive Director Company Secretary Daniel Coletta Share Registry* Automic Pty Ltd Level 5 191 St Georges Terrace PERTH WA 6000 Registered Office Unit 1 1 Centro Avenue SUBIACO WA 6008 Email: info@sultanresources.com.au Website: www.sultanresources.com.au Legal Advisers Steinepreis Paganin Level 14, QV1 250 St Georges Terrace PERTH WA 6000 Auditor* RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade PERTH WA 6000 Lead Manager Xcel Capital Pty Ltd Unit 1 38 Colin Street WEST PERTH WA 6005 This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. iv T A B L E OF C O N T E N TS 1. KEY OFFER INFORMATION ............................................................................................................. 1 2. DETAILS OF THE OFFER ................................................................................................................... 3 3. PURPOSE AND EFFECT OF THE OFFER............................................................................................ 8 4. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................................. 10 5. RISK FACTORS............................................................................................................................... 14 6. ADDITIONAL INFORMATION........................................................................................................ 21 7. DIRECTORS’ AUTHORISATION...................................................................................................... 26 8. GLOSSARY .................................................................................................................................... 27 1 1. KEY OFFER INFORMATION 1.1 Timetable Lodgement of Prospectus with the ASIC Thursday, 8 October 2026 Lodgement of Prospectus and Appendix 3B with ASX Thursday, 8 October 2026 Ex date Tuesday, 13 October 2026 Record Date for determining Entitlements Wednesday, 14 October 2026 Offer opening date, Prospectus sent out to Shareholders and Company announces this has been completed Monday, 19 October 2026 Last day to extend the Closing Date Friday, 23 October 2026 Closing Date as at 5:00pm* Wednesday, 28 October 2026 Securities quoted on a deferred settlement basis Thursday, 29 October 2026 Issue date and lodgement of Appendix 2A with ASX applying for quotation of the Securities Wednesday, 4 November 2026 Quotation of Securities issued under the Offer* Friday, 6 November 2026 *The Directors may extend the Closing Date by giving at least 3 Business Days’ notice to ASX prior to the Closing Date. Accordingly, the date the Securities are expected to commence trading on ASX may vary. 1.2 Key statistics of the Offer Options MAXIMUM SUBSCRIPTION ($91,432)1 Offer Price per New Option $0.001 Entitlement Ratio (based on existing Shares) 1 for 8 Shares currently on issue 731,452,480 New Options to be issued under the Offer2 91,431,560 Gross proceeds of the issue of New Options $91,432 Notes: 1. Assuming the Maximum Subscription is achieved under the Offer. 2. Refer to Section 4.1 for the terms of the Securities. 1.3 Key Risk Factors Prospective investors should be aware that subscribing for Securities involves a number of risks and an investment in the Company should be considered as highly speculative. The future performance of the Company and the value of the Securities may be influenced by a range of factors, many of which are largely beyond the control of the Company and the Directors. The key risks associated with the Company’s business, the industry in which it operates and general risks applicable to all investments in listed securities and financial markets generally are set out in Section 5. 2 1.4 Directors' Interests in Securities The relevant interest of each of the Directors in the Securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below: DIRECTOR SHARES OPTIONS PERFORMANCE RIGHTS ENTITLEMENT $ Lincoln Liu 16,941,7211 Nil 25,000,000 2,117,7162 $2,117 Maurice Matich Nil Nil Nil Nil Nil Mark Mitchell Nil Nil Nil Nil Nil Notes: 1. Shares held Wynton Capital Pty Ltd a company of which Mr Liu is a Director and Shareholder. 2. Comprising 10,000,000 Class A Performance Rights (expiring 5 Dec 2026 and subject to vesting conditions), 5,000,000 Class B Performance Rights (expiring 5 June 2027 and subject to vesting conditions) and 10,000,000 Class C Performance Rights (expiring 5 Dec 2027, subject to vesting conditions ) held by Bay Financial Pty Ltd a company of which Mr Liu is a Director and Shareholder. The Board recommends all Shareholders take up their Entitlements. The Directors reserve the right to take up their respective Entitlement in whole or in part at their discretion. 1.5 Details of Substantial Holders Based on publicly available information as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below: SHAREHOLDER SHARES % RIMOYNE PTY LTD 73,435,560 10.04% MALCORA PTY LTD <C & C CENIVIVA A/C> 53,888,888 7.37% 10 BOLIVIANOS PTY LTD 48,262,729 6.60% In the event all Entitlements are accepted there will be no change to the substantial holders on completion of the Offer. 1.6 Lead Manager Xcel Capital Pty Ltd (Lead Manager) has been appointed as the lead manager of the Offer. Xcel Capital Pty Ltd is a Corporate Authorised Representative of Gameplay Capital Pty Ltd, which holds AFSL Number 511738. Terms of the lead manager mandate and total fees payable are set out in Section 6.4.1 below. 1.7 Effect on Control There will be no change to any Shareholder’s voting power as a result of the issue of the New Options. Where New Options are exercised into Shares, the voting power of the Shareholders who exercise the New Options will increase. The likelihood of New Options being exercised is dependent on the price of Shares from time to time until the New Options expire. 1.8 Potential dilution on non-participating Shareholders No immediate dilution will occur as a result of the issue of New Options under this Prospectus. However subsequent exercise of any or all of the New Options will result in dilution. Assuming all New Options offered pursuant to this Prospectus are issued and exercised into Shares, Shareholders who do not participate in the Offer, are likely to be diluted by an aggregate of approximately 13.7% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). 3 2. DETAILS OF THE OFFER 2.1 The Offer The Offer is being made as a pro-rata non-renounceable entitlement issue of 1 New Option for every 8 Shares held by Shareholders registered at the Record Date at an issue price of $0.001 per New Option. Fractional entitlements will be rounded up to the nearest whole number. Based on the capital structure of the Company as at the date of this Prospectus, (and assuming no Shares are issued prior to the Record Date including on exercise or conversion of securities on issue) approximately 91,431,560 New Options may be issued under the Offer to raise up to $91,432. As at the date of this Prospectus the Company has 162,492,117 Options on issue all of which may be exercised prior to the Record Date in order to participate in the Offer. Please refer to Section 3.3 for information on the exercise price and expiry date of the Options on issue. The New Options will be exercisable at $0.03 on or before 12 July 2030 and otherwise on the terms set out in Section 4.1. Shares issued on exercise of the New Options will be issued on the terms and conditions set out in Section 4.2. The purpose of the Offer and the intended use of funds raised are set out in Section 3. 2.2 What Eligible Shareholders may do The number of New Options to which Eligible Shareholders are entitled is shown on the personalised Entitlement and Acceptance Form which accompanies this Prospectus or which can be accessed at https://portal.automic.com.au/investor/home. Eligible Shareholders may choose any of the options set out in the table below. OPTION KEY CONSIDERATIONS FOR MORE INFORMATION Take up all of your Entitlement (a) Should you wish to accept all of your Entitlement, then your application for Securities under this Prospectus must be made by following the instructions on the personalised Entitlement and Acceptance Form. Please read the instructions carefully. (b) Payment can be made by the methods set out in Section 2.3. As set out in Section 2.3, if you pay by BPAY or EFT, you do not need to return the Entitlement and Acceptance Form. Section 2.3 and Section 2.4. Take up all of your Entitlement and also apply for Shortfall Securities (a) Should you wish to accept all of your Entitlement and apply for Shortfall Securities, then your application for your Entitlement and additional Shortfall Securities under this Prospectus must be made by following the instructions on your personalised Entitlement and Acceptance Form. Please read the instructions carefully. (b) Payment can be made by the methods set out in Section 2.3. Payment should be made for your Entitlement and the amount of the Shortfall for which you are applying. Payment for Shortfall Securities should be calculated separately from your Entitlement. Sections 2.3, 2.4 and 2.6. 4 OPTION KEY CONSIDERATIONS FOR MORE INFORMATION (c) If you apply for Shortfall Securities beyond your Entitlement you are deemed to have accepted your Entitlement in full. You should note that the allocation of Shortfall Securities is at the Company’s absolute discretion as per the allocation policy set out in Section 2.6. Accordingly, your application for additional Shortfall Securities may be scaled-back. (d) The Company's decision on the number of Shortfall Securities to be allocated to you will be final. Take up a proportion of your Entitlement and allow the balance to lapse If you wish to take up only part of your Entitlement and allow the balance to lapse, your application must be made by completing the personalised Entitlement and Acceptance Form for the number of New Options you wish to take up and making payment using the methods set out in Section 2.3 below. As set out in Section 2.3, if you pay by BPAY or EFT, you do not need to return the Entitlement and Acceptance Form. Section 2.3 and Section 2.4 Allow all or part of your Entitlement to lapse If you do not wish to accept any part of your Entitlement, you are not obliged to do anything. If you do not take up your Entitlement by the Closing Date, the Offer to you will lapse. N/A The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement. 2.3 Payment options (a) By BPAY® For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®: (i) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; (ii) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of New Options which is covered in full by your Application monies; and (iii) if you pay more than is required to subscribe for your Entitlement, you will be taken to have applied for Shortfall Securities (if any) under the Shortfall Offer, to the extent of the excess. You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY® are received by 4.00 (WST) on the Closing Date. The Company shall not be responsible for any delay in the receipt of the BPAY® payment. Guidance where you have more than one CRN (Shareholding of Shares) 5 If you have more than one shareholding of Shares and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Shareholdings only use the CRN specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same CRN for more than one of your Shareholdings. This can result in your Application monies being applied to your Entitlement in respect of only one of your Shareholdings (with the result that any Application in respect of your remaining Shareholdings will not be valid). (b) By Electronic Funds Transfer (overseas applicants) For payment by Electronic Funds Transfer (EFT) for overseas Eligible Shareholders, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via EFT if you are the holder of an account that supports EFT transactions to an Australian bank account. Please note that should you choose to pay by EFT: (i) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; (ii) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of New Options which is covered in full by your Application monies; and (iii) if you pay more than is required to subscribe for your Entitlement, you will be taken to have applied for Shortfall Securities (if any) under the Shortfall Offer, to the extent of the excess. (c) By Cheque Payment by cheque or cash will not be accepted. 2.4 Implications of an acceptance Returning a completed Entitlement and Acceptance Form or paying any Application monies by BPAY® or EFT will be taken to constitute a representation by you that: (a) you have received a copy of this Prospectus and the accompanying Entitlement and Acceptance Form, and read them both in their entirety; and (b) you acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY® or EFT payment instruction is given in relation to any Application monies, the application may not be varied or withdrawn except as required by law. 2.5 Minimum subscription There is no minimum subscription. 2.6 Shortfall Offer Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer (Shortfall Securities). The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each New Option to be issued under the Shortfall Offer shall be $0.001 being the price at which New Options have been offered under the Offer. If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall Offer and potentially be allocated to other Eligible Shareholders or other third parties as part of the Shortfall Offer. The Shortfall Offer will only be available where there is a Shortfall between applications received from Eligible Shareholders and the number of New Options proposed to be issued under the Offer. Eligible Shareholders who wish to subscribe for New Options above their Entitlement are invited to apply for Shortfall Securities under the Shortfall Offer by completing the appropriate section on their Entitlement and Acceptance Form or by making payment for such Shortfall Securities in accordance with Section 2.3. 6 The Board presently intends to allocate Shortfall Securities as follows: (a) Eligible Shareholders who apply and subscribe for Shortfall Securities; (b) Eligible Shareholders who apply for their full Entitlement may be issued a number of Shortfall Securities equal to their Entitlement; and then (c) to other parties identified by the Directors, which may include parties who are not currently Shareholders. The Company reserves the right to issue an Eligible Shareholder a lesser number of Shortfall Securities than applied for or no Shortfall Securities at all. However, the Directors do not intend to refuse an application for Shortfall Securities from Eligible Shareholders other than in circumstances of oversubscription or where acceptance may result in a breach of the Corporations Act. If the number of Shortfall Securities applied for by Eligible Shareholders exceeds the total Shortfall, the Shortfall Securities will be allocated among applying Eligible Shareholders proportionate to their existing holdings. All decisions regarding the allocation of Shortfall Securities will be made by the Directors and will be final and binding on all applicants under the Shortfall Offer; as such there is no guarantee that any Shortfall Securities applied for