Announcement PDF ADX ENERGY LTD ACN 009 058 646 ENTITLEMENT ISSUE PROSPECTUS For a pro-rata renounceable entitlement issue of two (2) Shares for every five (5) Shares held by those Shareholders registered at the Record Date at an issue price of $0.012 per Share together with one (1) free New Option for every two (2) Shares applied for and issued to raise up to $5,202,544 (based on the number of Shares on issue as at the date of this Prospectus) (Offer). This Offer is partially underwritten by Mahe Capital Pty Ltd (AFSL 517246) (Underwriter). Refer to Section 6.4.1 for details regarding the terms of the underwriting. 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 L E TT E R F R O M T H E C H A I R M A N Dear Shareholder Entitlement Offer of New Shares and Options On behalf of the Board, I am pleased to offer you the opportunity to apply for new fully paid ordinary Shares and Options in ADX Energy Ltd (ASX:ADX, ADX or the Company). The Offer is by way of a pro-rata renounceable entitlement issue of:  2 New Shares for every 5 Shares held by Eligible Shareholders registered at the Record Date at an issue price of 1.2 cents per New Share; and  1 New Option for every 2 New Shares applied for (at no additional issue price) exercisable at 2.5 cents on or before 31 December 2028. The Company intends to have the Options listed, subject to satisfying ASX requirements. The Offer price represents a discount of 29.4% to the closing price of Shares on ASX on 30 October 2026. The Offer is partially underwritten to $1,000,000 by Lead Manager and Underwriter, Mahe Capital. Directors intend to participate in the entitlement issue. Eligible Shareholders also have the opportunity to apply for additional New Shares, together with New Options under the Shortfall Offer. The Shortfall Offer comprises an offer of New Shares, together with New Options, that are not subscribed for by Eligible Shareholders under the Offer. As the Company is undertaking a renounceable entitlement issue, shareholders who do not wish to take up some or all of their entitlements can sell them on the ASX during the rights trading period to parties who do. This structure provides flexibility, allowing shareholders to choose to take up their entitlements in full, partially participate, or sell some or all of their entitlements on market to realise value. Rights trading will commence on 4 November 2026 and end on 18 November 2026. The terms and conditions of the Offer are provided with this Prospectus. You should read this Prospectus in its entirety before deciding whether to participate in the Offer. Use of funds The Offer is intended to raise up to approximately $5.2 million (before costs). Proceeds from the Offer (and any funds raised on the exercise of the Options) will primarily be used for well work enhancing production from ADX Vienna Basin Fields, further testing on the HOCH-1 gas discovery, the drilling of the GOLD-1 shallow gas well and provide working capital. Eligibility Participation in the Offer is available to all Eligible Shareholders. All New Shares issued under the Offer will rank equally with existing Shares. All Shares issued upon exercise of the Options offered under this Prospectus will rank equally with existing Shares at time of exercise. How to apply The Offer closes on 25 November 2026 (or such later date as the Company determines, in its absolute discretion). To apply for New Shares and New Options you can log in to https://www- au.computershare.com/investor and access your personalised Application Form and make payment directly via BPAY® (or EFT for overseas Eligible Shareholders). Queries If you have any questions in relation to how to participate in the Offer, please contact the Company Secretary on +61 8 9381 4266. If you have any questions in relation to whether an investment in the Company through the Offer is appropriate for you, please contact your stockbroker, accountant or other professional financial adviser. ii On behalf of the Board, I thank you for your continued support of the Company and invite you to consider participating in the Offer. Yours sincerely Ian Tchacos Executive Chairman iii I M P O R T A N T N O TI C E This Prospectus is dated 2 November 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, New Zealand, Singapore, the United Kingdom or Monaco. For further information on overseas Shareholders please refer to Section 2.9. 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. iv 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 Underwriter 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.adxenergy.com.au). Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.adxenergy.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, New Zealand, Singapore, United Kingdom or Monaco resident and must only access this Prospectus from within Australia, New Zealand, Singapore, the United Kingdom or Monaco. 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 9381 4266 during office hours or by emailing the Company at admin@adxenergy.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 is a participant 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 Offer or how to accept the Offer please call the Company Secretary on +61 8 9381 4266. 1967-09/8933204_2 v C O R PO R A TE D I R E C T O R Y Directors Ian Tchacos (Executive Chairman) Paul Fink (Technical Director and Chief Executive Officer) Edouard Etienvre (Non-Executive Director) David Gilbert (Non-Executive Director) Joint Company Secretaries Amanda Sparks Peter Ironside Registered Office Level 1, 168 Stirling Highway NEDLANDS WA 6009 Telephone: +61 8 9381 4266 Email: admin@adxenergy.com.au Website: www.adxenergy.com.au Auditor In.Corp Audit & Assurance Pty Ltd Suite 11, Level 1, Lincoln House 4 Ventnor Avenue WEST PERTH WA 6005 Share Registry* Computershare Investor Services Pty Limited Level 17, 221 St Georges Terrace PERTH WA 6000 Telephone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) Legal advisers Steinepreis Paganin Level 14, QV1 Building 250 St Georges Terrace PERTH WA 6000 Lead Manager and Underwriter Mahe Capital Pty Ltd Ground Floor, 8 St Georges Terrace PERTH WA 6000 *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. 1967-09/8933204_2 vi T A B L E OF C O N T E N TS 1. KEY OFFER INFORMATION ............................................................................................................. 1 2. DETAILS OF THE OFFER ................................................................................................................... 5 3. PURPOSE AND EFFECT OF THE OFFER.......................................................................................... 12 4. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................................. 16 5. RISK FACTORS............................................................................................................................... 20 6. ADDITIONAL INFORMATION........................................................................................................ 28 7. DIRECTORS’ AUTHORISATION...................................................................................................... 37 8. GLOSSARY .................................................................................................................................... 38 1 1. KEY OFFER INFORMATION 1.1 Timetable EVENT DATE Lodgement of Prospectus with the ASIC 2 November 2026 Lodgement of Prospectus and Appendix 3B with ASX 2 November 2026 Ex date 4 November 2026 Rights start trading on a deferred settlement basis 4 November 2026 Record Date for determining Entitlements 5 November 2026 Offer opening date, Prospectus sent out to Shareholders and Company announces this has been completed 10 November 2026 Rights stop trading 18 November 2026 Shares quoted on a deferred settlement basis 19 November 2026 Last day to extend the Closing Date 20 November 2026 Closing Date as at 5:00pm* 25 November 2026 ASX and Underwriter notified of under subscriptions 1 December 2026 Issue date and lodgement of Appendix 2A with ASX applying for quotation of the Shares and New Options 2 December 2026 Quotation of Shares and New Options issued under the Offer** 3 December 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 Shares are expected to commence trading on ASX may vary. The above dates are indicative only and may change without prior notice. 1.2 Key statistics of the Offer Shares MINIMUM SUBSCRIPTION ($1,000,000)1 MAXIMUM SUBSCRIPTION ($5,202,544)2 Offer Price per Share $0.012 $0.012 Entitlement Ratio (based on existing Shares) 2:5 2:5 Shares currently on issue 1,083,863,398 1,083,863,398 Shares to be issued under the Offer 83,333,334 433,545,360 Gross proceeds of the issue of Shares $1,000,000 $5,202,544 Shares on issue Post-Offer 1,167,196,732 1,517,408,758 Notes: 1. Assuming the Minimum Subscription of $1,000,000 is achieved under the Offer. 2. Assuming the Maximum Subscription of $5,202,544 is achieved under the Offer. 3. Refer to Section 4.1 for the terms of the Shares. 4. Subject to rounding of Entitlements and assuming no Options are exercised before the Record Date. 2 Options MINIMUM SUBSCRIPTION ($1,000,000)1 MAXIMUM SUBSCRIPTION ($5,202,544)2 Offer Price per New Option nil nil Option Entitlement Ratio (based on Shares subscribed for) 1 for 2 1 for 2 Options currently on issue 460,472,707 460,472,707 New Options to be issued under the Offer 41,666,667 216,772,680 Gross proceeds of the issue of Options Nil Nil Options on issue Post-Offer 502,139,374 677,245,387 Notes: 1. Assuming the Minimum Subscription of $1,000,000 is achieved under the Offer. 2. Assuming the Maximum Subscription of $5,202,544 is achieved under the Offer. 3. Refer to Section 4.2 for the terms of the New Options 4. Excludes the Underwriter Options (4,000,000 Options at the Minimum Subscription and up to 20,810,177 Options at the Maximum Subscription). Refer to Section 6.4.1. 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. The predominant risks relating to the Company and the Offer are summarised below: RISK DESCRIPTION FURTHER INFORMATION Going concern The Company’s Half-Year Report includes a material uncertainty regarding the Company’s ability to continue as a going concern. If the Offer is not completed successfully, there is significant uncertainty as to whether the Company can continue as a going concern. Section 5.2 Potential for dilution Shareholders who do not participate in the Offer are likely to be diluted by approximately 28.57% (or approximately 37.50% if all New Options are issued and exercised). Section 5.2 Additional requirements for capital The Company may require further financing in addition to the amounts raised under the Offer. There is no assurance that additional funding will be available on acceptable terms, or at all. Section 5.2 Parta Exploration Licence claim The Romanian regulatory authority has issued invoices totalling EUR 4.2 million to ADX Energy Panonia S.R.L. relating to unperformed exploration commitments. The claim is disputed and has been referred to the Romanian courts. The Regulatory Authority has issued a further interest and penalty invoice of approximately A$144,648.90, which has also been disputed. Section 5.2 3 RISK DESCRIPTION FURTHER INFORMATION Exploration, development and production Hydrocarbon exploration, development and production are high risk. There is no guarantee of exploration success or that production targets will be achieved. Section 5.3 Commodity price and exchange rates The Company’s revenue is exposed to fluctuations in oil and gas prices and in the exchange rates between the United States dollar, Euro and Australian dollar. 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 SHARE ENTITLEMENT NEW OPTION ENTITLEMENT $ PERCENTAGE (%) MAXIMUM SUBSCRIPTION, FULLY DILUTED¹ Ian Tchacos 23,849,955 11,660,786 9,539,982 4,769,991 114,479.78 2.25% Paul Fink 14,811,588 1,073,102 5,924,636 2,962,318 71,095.63 1.12% Edouard Etienvre 10,772,461 2,384,615 4,308,985 2,154,493 51,707.82 0.89% David Gilbert 2,628,920 2,000,000 1,051,568 525,784 12,618.82 0.28% Notes: 1. Assumes all Entitlements are accepted, all existing Options and New Options are exercised and the Underwriter Options are issued and exercised (being 2,215,464,322 Shares on a fully diluted basis). 2. Entitlements are calculated on each Director’s aggregate holding and are subject to rounding. 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, no Shareholder (together with their associates) has a relevant interest in 5% or more of the Shares on issue. In the event all Entitlements are accepted there will be no change to the substantial holders on completion of the Offer. 1.6 Underwriting The Offer is partially underwritten by Mahe Capital Pty Ltd (AFSL 517246) (Underwriter) up to $1,000,000. Refer to Section 6.4.1 for details of the terms of the underwriting. The Underwriter has also been appointed as the lead manager of the Offer. The terms of the lead manager appointment and total fees payable are set out in Section 6.4.1 below. 1.7 Effect on Control The Underwriter is presently not a Shareholder and is not a related party of the Company for the purposes of the Corporations Act. The issue of Shares under this Prospectus to the Underwriter may increase its interest in the Company and dilute the Shareholding of other Shareholders to the extent they elect not to participate in the Offer or are ineligible to participate in the Offer. If no Eligible Shareholder takes up their Entitlement and no Shortfall is placed (other than to the Underwriter), the Underwriter would be issued 83,333,334 Shares under the Underwriting Agreement, giving it a voting power of approximately 7.14% on completion of the Offer. In accordance with the terms of the Underwriting Agreement, the Underwriter will allocate the Shortfall to its sub-underwriters and/or clients and people who have otherwise agreed 4 to assist with the completion of the Offer such that neither the Underwriter, the sub- underwriters nor any of the Underwriter’s clients, individually, will have a voting power in the Company in excess of 19.9% after the issue of the Shortfall. The Company, in consultation with the Underwriter, will ensure that the Offer (including the equitable dispersion of any Shortfall Securities) complies with the provisions of Chapter 6 of the Corporations Act 2001 (Cth) and is otherwise consistent with the policy guidelines contained in ASIC Regulatory Guide 6 and Takeovers Panel Guidance Note 17. 1.8 Potential dilution on non-participating Shareholders In addition to potential control impacts set out in Section 1.7, Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 28.57% (as compared to their holdings and number of Shares on issue as at the date of this Prospectus). 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 37.50% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). For illustrative purposes, the table below shows how the dilution may impact the holdings of Shareholders: HOLDER HOLDING AS AT RECORD DATE % AT RECORD DATE ENTITLEMENTS UNDER THE OFFER HOLDINGS IF OFFER NOT TAKEN UP % POST OFFER Shareholder 1 10,000,000 0.92% 4,000,000 10,000,000 0.66% Shareholder 2 5,000,000 0.46% 2,000,000 5,000,000 0.33% Shareholder 3 1,500,000 0.14% 600,000 1,500,000 0.10% Shareholder 4 400,000 0.04% 160,000 400,000 0.03% Shareholder 5 50,000 0.005% 20,000 50,000 0.003% Total 1,083,863,398 433,545,360 1,517,408,758 Notes: 1. This is based on a share capital of 1,083,863,398 Shares as at the date of the Prospectus and assumes no Options currently on issue are exercised and no other Shares are issued. 2. The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted by Eligible Shareholders are placed under the Underwriting and Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage. 5 2. DETAILS OF THE OFFER 2.1 The Offer The Offer is being made as a pro-rata renounceable entitlement issue of two (2) Shares for every five (5) Shares held by Shareholders registered at the Record Date at an issue price of $0.012 per Share together with one (1) New Option for every two (2) Shares subscribed for and issued. 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 433,545,360 Shares and 216,772,680 New Options may be issued under the Offer to raise up to $5,202,544. No funds will be raised from the issue of the New Options. As at the date of this Prospectus the Company has 460,472,707 Options on issue all of which may be exercised prior to the Record Date i