Announcement PDF KGL Resources Limited | Entitlement Offer Opens Page 1 of 1 03 July 2026 KGL Resources Limited (ASX:KGL) is pleased to advise that the non-renounceable entitlement offer (Entitlement Offer or the Offer), as announced on 25 June 2026, is now open. Under the Offer, eligible shareholders are entitled to acquire 1 New Share for every 1.29 Shares held at 7.00pm (Sydney time) on Tuesday, 30 June 2026 (Record Date) (Entitlement) at an issue price of $0.20. Eligible shareholders, who take up their entitlement under the Entitlement Offer in full, may also apply for additional New Shares, being New Shares in excess of their Entitlement in connection with the Top-Up Facility. The Offer is underwritten, except for the approximately $39.7 million entitlement that KMP Investments Pte. Ltd has pre-committed to take up in full and approximately $17 million of commitments received from existing institutional shareholders. The attached Offer Booklet, application forms and further information have been made available to eligible shareholders today. Also attached is a letter to ineligible shareholders. The Entitlement Offer closes at 5.00pm (Sydney time) on Wednesday, 22 July 2026. If you have any questions in respect of the Entitlement Offer, please call the Company’s Shareholder information line on 1800 881 526 from 8.30am to 5.30pm (Sydney time), Monday to Friday. This announcement has been approved by the Board of KGL Resources Limited. Entitlement Offer Opens KGL Resources Limited (ACN 082 658 080) Offer Booklet This Offer Booklet is being issued in relation to a 1 for 1.29 pro-rata traditional non-renounceable entitlement offer of fully paid ordinary shares in the Company at an Offer Price of $0.20 per New Share to raise approximately $120 million (Entitlement Offer). The Entitlement Offer is joint lead managed by Argonaut Securities Pty Limited (Argonaut Securities) and Bell Potter Securities Limited (Bell Potter) and, with the exception of the ~$39.7 million Entitlement which KMP Investments Pte. Ltd has pre-committed to take up in full and ~$17 million of commitments to participate in the Entitlement Offer received from existing institutional shareholders, severally underwritten by Argonaut Corporate Finance Limited (Argonaut Corporate Finance) and Bell Potter (Underwriters). The Entitlement Offer closes at 5.00pm (Sydney time) on Wednesday, 22 July 2026.* NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES If you are an Eligible Shareholder, this Offer Booklet requires your immediate attention. It is an important document which should be read in its entirety, along with the personalised Entitlement and Acceptance Form. This Offer Booklet is provided for information purposes and is not a prospectus or other disclosure document under the Corporations Act and has not been lodged with ASIC. An investment in the New Shares offered in connection with this document should be considered of a speculative nature. Please call your stockbroker, solicitor, accountant, financial adviser or other professional adviser or the Company’s Shareholder information line on 1800 881 526 from 8.30am to 5.30pm (Sydney time) Monday to Friday. The Entitlement Offer website can be found through events.miraqle.com/kgl-offer. *The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules to extend the Closing Date for the Entitlement Offer. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES IMPORTANT NOTICES Defined terms and abbreviations used in this Offer Booklet are set out in the glossary in Section 6. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES. This Offer Booklet has been prepared and issued by KGL Resources Limited (ACN 082 658 080) (Company) and is dated 3 July 2026. On 25 June 2026, the Company announced a ~$300 million capital raising comprising a $120 million pro-rata non- renounceable entitlement offer under a traditional (non-accelerated) timetable of 1 New Share at the Offer Price of $0.20 for every 1.29 Shares held by Eligible Shareholders (Entitlement Offer), and a $180 million placement to institutional and sophisticated investors, conditioned on shareholder approval under ASX Listing Rules 7.1 and 10.11 (Conditional Placement). This Offer Booklet relates solely to the Entitlement Offer. The Entitlement Offer is severally underwritten by the Underwriters, with the exception of the ~$39.7 million Entitlement which KMP Investments Pte. Ltd (KMP) has pre-committed to take up in full under the Entitlement Offer and ~$17 million of commitments to participate in the Entitlement Offer received from existing institutional shareholders. The Entitlement Offer is being made in Australia pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2026/98), which allows entitlement offers to be made to investors without a prospectus. This Offer Booklet should be read in its entirety before you decide to participate in the Offer. This Offer Booklet is not a prospectus under Australian law or under any other law. Accordingly, this Offer Booklet does not contain all of the information which an investor may require to make an informed investment decision, and it does not contain all the information which would be required by Australian law or under any other law to be disclosed in a prospectus, product disclosure statement or other disclosure document under the Corporations Act and has not been lodged with ASIC. The information in this Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs. As this Entitlement Offer is not being made under a prospectus, investment statement or product disclosure statement, it is important for Eligible Shareholders to read carefully and understand this Offer Booklet and the information about the Company and the Entitlement Offer that is made publicly available. In particular, please refer to the materials in this Offer Booklet (including the ASX Announcements in Section 4), the Company's annual reports and other ASX announcements made available at www.kglresources.com.au (including the Company's 2025 annual report released to ASX on 26 September 2025 and the Company’s 2026 half year financial report which was released to ASX on 12 March 2026), and other ASX announcements which may be made by the Company after publication of this Offer Booklet. By returning a completed personalised Entitlement and Acceptance Form and making a payment through EFT, or making a payment through BPAY®, in either case in accordance with the instructions on your personalised Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance with and agree to the terms of the Entitlement Offer detailed in this Offer Booklet. No overseas offering This Offer Booklet, the Entitlement and Acceptance Form, and the accompanying ASX Announcements (including the Company's Investor Presentation included as part of this Offer Booklet) may not be distributed or released in the United States and do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer Booklet does not constitute an offer to Ineligible Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (US Securities Act). This Offer Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand unless the Company, in its discretion, is satisfied that the Entitlement Offer may be made in compliance with all applicable laws. If you are a Shareholder with a registered address in Brazil, the British Virgin Islands, Canada (British Columbia or Ontario provinces), the European Union (excluding Austria and France), Hong Kong, Indonesia, Japan, Malaysia, Singapore, Switzerland, the United Kingdom or the United States of America please refer to Section 5.13 for further information in this regard. No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia. The distribution of this Offer Booklet (including an electronic copy) outside Australia, New Zealand and other jurisdictions in which such distribution is permitted (see Section 5.13) is restricted by law. If you come into possession of the information in this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non‑compliance with these restrictions may contravene applicable securities laws. Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your application for New Shares is subject to all requisite authorities and clearances being obtained for the Company to lawfully receive your Application Monies. New Zealand The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. United States disclaimer This Offer Booklet, the Entitlement and Acceptance Form, and the accompanying ASX Announcements (including the Company's Investor Presentation included as part of this Offer Booklet) do not constitute an offer or invitation to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this Offer Booklet nor the Entitlement and Acceptance Form may be distributed or released in the United States. Neither the Entitlements nor the New Shares offered in the Offer have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may not be issued to, or taken up or exercised by, and the New Shares may not be offered or sold directly or indirectly to, persons in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent such persons hold such securities and are acting for the account or benefit of a person in the United States), unless they have been registered under the US Securities Act or offered or sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. The New Shares to be offered and sold pursuant to this Offer Booklet may only be offered and sold outside the United States in 'offshore transactions' (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act. United Kingdom Neither the information in this Offer Booklet, nor any other document relating to the Entitlement Offer, has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of Regulation 21 of The Public Offers and Admissions to Trading Regulations 2024 (POATRs) has been published or is required to be published in respect of the New Shares. In the United Kingdom, this Offer Booklet is being distributed only to, and is directed at, persons: (a) who fall within Article 43 (members or creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; or (b) to whom it may otherwise be lawfully communicated (together, Relevant Persons). The investments to which this Offer Booklet relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Offer Booklet or any of its contents. References to "you" and "your Entitlement" In this Offer Booklet, references to "you" are references to Eligible Shareholders (as defined in Section 1.2) and references to "your Entitlement" (or "your Entitlement NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES and Acceptance Form") are references to the Entitlement or Entitlement and Acceptance Form of Eligible Shareholders. Times and dates Times and dates in this Offer Booklet are indicative only and may be subject to change. All times and dates refer to Sydney time. Refer to the "Key Dates" section of this Offer Booklet for more details. Currency Unless otherwise stated, all dollar values in this Offer Booklet are in Australian dollars (AUD). Privacy The Company collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administering the applicant’s holding in the Company. By paying for your New Shares, you will be providing personal information to the Company (directly or through the Company's Share Registry). The Company collects, holds and will use that information to assess your application, to process and administer your shareholding in the Company and to provide related services to you. The Company may disclose your personal information for purposes related to your shareholding in the Company, including to the Company's Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that the Company holds about you. To make a request for access to your personal information held by (or on behalf of) the Company, please contact the Company's Share Registry. Governing law This Offer Booklet, the Entitlement Offer, and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. Each applicant submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia and courts competent to hear appeals from those courts. Forward-looking statements This Offer Booklet includes forward-looking statements. Forward-looking statements can generally be identified by the use of forward-looking words such as “expect”, “forecast”, “estimate”, “likely”, “anticipate”, “project”, “opinion”, "outlook", "guidance", “should”, “could”, “may”, “target”, "believe", "intend", "plan" and other similar expressions within the meaning of securities laws of applicable jurisdictions. Forward-looking statements include statements about the Company’s plans and expectations regarding the development of the Jervois Copper Project, statements regarding the timing and likelihood of the Company receiving the funds committed by Wheaton under the Precious Metals Purchase Agreement, statements regarding the conduct and outcome of the Entitlement Offer or the Conditional Placement, and sources and uses of funds. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Any forecasts or other forward-looking statements contained in this Offer Booklet are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. The Company does not give any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Offer Booklet will actually occur and you are cautioned not to place undue reliance on forward- looking statements. To the maximum extent permitted by law, each of the Company, the Underwriters and their related bodies corporate, and their respective directors, officers, employees, advisors and agents (together, the Relevant Parties) disclaim any responsibility for any errors or omissions in such information, including the financial calculations, projections and forecasts and indications of, and guidance on, future earnings and performance and financial position. Such forward-looking statements relate to future events and expectations and are not guarantees of future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and are subject to significant business, economic and competitive uncertainties and contingencies associated with exploration and/or production, many of which are beyond the Company's control, that may cause actual results to differ materially from those predicted or implied by any forward- looking statements. No representation or warranty is made by or on behalf of the Company or the Relevant Parties that any projection, forecast, calculation, forward- looking statement, assumption or estimate contained in this Offer Booklet should or will be achieved or that actual outcomes will not differ materially from any forward- looking statements. Although reasonable care has been taken to ensure that the information in this Offer Booklet is accurate and that the opinions expressed are fair and reasonable, they are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company and the Relevant Parties, and no reliance can be placed for any purpose whatsoever on the information contained in this Offer Booklet or on its completeness. Actual results and developments may differ materially from those expressed or implied by these forward-looking statements, depending on a variety of factors. Recipients of this Offer Booklet are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the significant volatility, uncertainty and disruption caused by the current economic climate and the geopolitical tensions across a number of areas worldwide. Refer to "Appendix C – Key Risks" of the Company's Investor Presentation included in Section 4 for a summary of certain general and specific risk factors that may affect the Company. Except as required by law or regulation (including the ASX Listing Rules), each of the Company and the Underwriters undertake no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Underwriters & JLM Disclaimer To the maximum extent permitted by law, the Underwriters, the Joint Lead Managers and their related bodies corporate and affiliates, and their respective officers, directors, employees, agents and advisers (collectively, JLM Parties): (i) disclaim all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any loss (including consequential or contingent loss or damage) arising from this Offer Booklet or reliance on anything contained in or omitted from it or otherwise arising in connection with this Offer Booklet; (ii) disclaim any obligations or undertaking to release any updates or revision to the information in this Offer Booklet to reflect any change in expectations or assumptions; and (iii) do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness of the information in this Offer Booklet or that this Offer Booklet contains all material information about the Company, the Entitlement Offer, or that a prospective investor or purchaser may require in evaluating a possible investment in the Company or acquisition of shares in the Company, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement. The JLM Parties take no responsibility for the Entitlement Offer and make no recommendations as to whether any person should participate in the Entitlement Offer nor do they make any representations or warranties (express or implied) concerning the Entitlement Offer, and they disclaim (and by accepting this Offer Booklet you disclaim) any fiduciary relationship between them and the recipients of this Offer Booklet, or any duty to the recipients of this Offer Booklet or participants in the Entitlement Offer or any other person. The JLM Parties have not authorised, permitted or caused the issue, submission, dispatch or provision of this Offer Booklet and, for the avoidance of doubt, and except for references to their name, none of the JLM Parties makes or purports to make any statement in this Offer Booklet and there is no statement in this Offer Booklet which is based on any statement by any of them. The JLM Parties may rely on information provided by or on behalf of institutional investors in connection with managing and conducting the Entitlement Offer and without having independently verified that information and the JLM Parties do not assume any responsibility for the accuracy or completeness of that information. The JLM Parties may have interests in the securities of the Company, including by providing corporate advisory services to the Company. Further, the JLM Parties may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Underwriters will receive fees for acting in its capacity as Underwriters to the Entitlement Offer. Past performance Investors should note that past performance, including the past share price performance of the Company and the pro forma historical information in the Company's Investor Presentation included in Section 4, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future Company performance including future share price performance. The pro forma historical information is not represented as being NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES indicative of the Company's views on its future financial condition and/or performance. Risks Refer to "Appendix C – Key Risks" of the Company's Investor Presentation (included in Section 4) for a summary of certain general and specific risk factors that may affect the Company. Trading in New Shares The Company and its affiliates and related bodies corporate have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by the Company or the Company's Share Registry or failure to maintain your updated details with the Company's Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to. If you are in any doubt as to these matters you should first consult with your stockbroker, solicitor, accountant, financial adviser or other professional adviser. Refer to Section 5 for details. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES CORPORATE DIRECTORY Directors Jeffrey Gerard Ferdian Purnamasidi Brian Gell Lindi Deguara Chairman Non-Executive Director Non-Executive Director Non-Executive Director Company Secretary Kylie Anderson Registered and Principal Office Level 1, 5 Gardner Close Milton QLD 4064 Telephone: (07) 3071 9003 Website: www.kglresources.com.au Email: info@kglresources.com.au ASX Code: KGL Share Registry* MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Telephone: +61 1300 554 474 (toll-free within Australia) Email: support@cm.mpms.mufg.com Website: https://www.mpms.mufg.com Auditor* BDO Audit Pty Ltd Level 18, 360 Queen Street Brisbane QLD 4000 Legal Adviser Allens Level 11, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 Underwriters and Joint Lead Managers Argonaut Corporate Finance Limited (Underwriter) Level 16, 9 The Esplanade Perth WA 6000 Bell Potter Securities Limited Tower 1, Level 20, 125 St Georges Terrace Perth WA 6000 Argonaut Securities Pty Limited (Joint Lead Manager) Level 16, 9 The Esplanade Perth WA 6000 * These entities are included for information purposes only. They have not been involved in the preparation of this Offer Booklet. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES TABLE OF CONTENTS CORPORATE DIRECTORY i LETTER FROM THE CHAIRMAN 3 SUMMARY OF ENTITLEMENT OFFER 6 KEY DATES 7 1. OVERVIEW OF ENTITLEMENT OFFER 9 2. SUMMARY OF OPTIONS AVAILABLE TO YOU 22 3. HOW TO APPLY 24 4. ASX ANNOUNCEMENTS (INCLUDING INVESTOR PRESENTATION) 34 5. ADDITIONAL INFORMATION 35 6. GLOSSARY 47 3 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES LETTER FROM THE CHAIRMAN 3 July 2026 Dear Shareholder, As a valued Shareholder, I am pleased to invite you to participate in a 1 for 1.29 pro-rata traditional non-renounceable entitlement offer of new fully paid ordinary shares in the Company (New Shares) at an offer price of $0.20 per New Share (Offer Price) to raise gross proceeds of up to approximately $120 million (Entitlement Offer). The Entitlement Offer is underwritten, with the exception of the ~$39.7 million Entitlement which KMP Investments Pte. Ltd (KMP) has pre-committed to take up in full under the Entitlement Offer and ~$17 million of commitments to participate in the Entitlement Offer received from existing institutional shareholders. Equity Raising The Entitlement Offer was announced on 25 June 2026 in conjunction with the Company announcing a non-underwritten ~$180 million placement of further New Shares to certain institutional and sophisticated investors, conditional on the Company obtaining necessary shareholder approvals (Conditional Placement) (the Entitlement Offer and Conditional Placement together, the Equity Raising). The proposed Equity Raising seeks to raise approximately $300 million in aggregate. As announced on 29 June 2026, the Company has received binding commitments from institutional investors to subscribe for ~902 million New Shares at the Offer Price of $0.20 under the Conditional Placement and such number of additional New Shares as necessary for KMP to achieve a maximum post-Equity Raising shareholding of ~36.2%. The issue of New Shares under the Conditional Placement is subject to the receipt of approval of the Company's Shareholders which will be sought at an extraordinary general meeting of the Company to be held in late July 2026 (EGM). Use of funds Together with funds delivered under the Wheaton Precious Metals Purchase Agreement1 and existing cash, the Equity Raising is expected to fully fund Jervois through to production, while preserving the Company's core exposure to copper revenues and maintaining a strong liquidity position as the Company advances toward construction and first production as well as providing funds for ongoing exploration. In particular, proceeds of the Equity Raising will be applied towards: (a) site infrastructure construction, including water (borefield and water supply system), power (10MW power generation), 250 accommodation units, airstrip, tailing storage facility, other mine infrastructure and buildings; (b) processing infrastructure construction, including the 2.0Mtpa processing plant and metal concentrator with conventional crushing, grinding, flotation and thickening; 1 See ASX release titled "US$300mill agreement for Ag and Au Streaming with Wheaton" dated 2 April 2026. 4 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES (c) capitalised mining, indirects and other site costs, including mining and stockpiling of oxide & transitional ore (to be intermittently batch processed throughout LOM), mining and stockpiling of sulphide ore to provide ore inventory to delink mining from commissioning and ramp-up of the processing plant, and indirects, services, fuel, rehabilitation bond & payments; (d) exploration and drilling expenditure, including geophysical, drilling and analysis on targeted near-mine resource growth & mine life extensions, and regional exploration targeting the discovery of new mining areas across Jervois and Unca Creek; (e) transaction and adviser costs including those incurred in connection with the Wheaton Precious Metals Purchase Agreement (announced 2 April 2026) and the Equity Raising; and (f) a prudent liquidity buffer. The background to the Equity Raising and the key risks facing the Company in the next 12 to 24 months are described in more detail in the Company's Investor Presentation lodged with ASX on 25 June 2026 (included in Section 4). Entitlement Offer This Offer Booklet relates solely to the Entitlement Offer. Under the Entitlement Offer, Eligible Shareholders are entitled to acquire 1 New Share for every 1.29 Shares held on the Record Date, being 7.00pm (Sydney time) on Tuesday, 30 June 2026 (Entitlement). Your Entitlement is set out in your personalised Entitlement and Acceptance Form. Eligible Shareholders, who take up their Entitlement under the Entitlement Offer in full