Announcement PDF ADX ENERGY LTD ACN 009 058 646 PROSPECTUS For the offers of: (a) up to 171,975,000 Options exercisable at $0.03 each on or before 31 December 2027 (Placement Offer); and (b) up to 7,250,000 Options exercisable at $0.03 each on or before 31 December 2027 (Placement Offer – Directors), (c) up to 40,050,000 Options exercisable at $0.03 each on or before 31 December 2027 (Brokers Offer), (d) up to 30,000,000 Options exercisable at $0.03 each on or before 31 December 2027 (Advisors Offer), (together, the Offers). IMPORTANT NOTICE This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Options being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The Options offered by this Prospectus should be considered as highly speculative. i 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 & CEO Edouard Etienvre Non-Executive Director David Gilbert Non-Executive Director Joint Company Secretaries Amanda Sparks Peter Ironside Share Registry* Computershare Investor Services Pty Ltd Level 17 221 St Georges Terrace PERTH WA 6000 ASX Code ADX 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 Solicitors Steinepreis Paganin Lawyers and Consultants Level 14, QV1 Building 250 St Georges Terrace PERTH WA 6000 Auditor* In.Corp Audit & Assurance Pty Ltd Suite 11, Level 1, Lincoln House 4 Ventnor Avenue WEST PERTH WA 6005 Lead Managers GBA Capital Pty Ltd Level 2, 68 Pitt Street SYDNEY NSW 2000 Zerp Capital Pty Ltd Unit 6618, 70 Southbank Boulevard SOUTHBANK VIC 3006 MST Financial Services Pty Limited Level 13, 14 Martin Place SYDNEY NSW 2000 * These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only. ii T A B L E OF C O N T E N TS 1. TIMETABLE AND IMPORTANT NOTES..............................................................................................1 2. BACKGROUND TO THE OFFERS .....................................................................................................3 3. DETAILS OF THE OFFERS..................................................................................................................4 4. PURPOSE AND EFFECT OF THE OFFERS ..........................................................................................6 5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ...................................................................8 6. RISK FACTORS...............................................................................................................................12 7. ADDITIONAL INFORMATION........................................................................................................21 8. DIRECTORS’ AUTHORISATION......................................................................................................30 9. DEFINITIONS..................................................................................................................................31 1 1. TIMETABLE AND IMPORTANT NOTES 1.1 Timetable* ACTION DATE Announcement of the Placement and release of an Appendix 3B to ASX 22 July 2026 Date of General Meeting 4 September 2026 Lodgement of Prospectus with the ASIC and ASX 4 September 2026 Opening Date of the Offers 4 September 2026 Closing Date of the Offers 9 September 2026 Issue of Options under the Offers 9 September 2026 Official Quotation of Options issued under the Offers 10 September 2026 * The above dates are indicative only and may change without prior notice. 1.2 Important Notes This Prospectus is dated 4 September 2026 and was lodged with the ASIC on that date. The ASIC, the 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 Options may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Applications for Options offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus. 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. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. 1.3 Risk factors Potential investors should be aware that subscribing for Options in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 6 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Options in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Options pursuant to this Prospectus. 1.4 Taxation implications The Directors do not consider it appropriate to give Shareholder’s advice regarding the taxation consequences of applying for Options under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with applying for Options under this Prospectus. 1.5 Applicants outside Australia The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer of Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue in this Prospectus. 2 1.6 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 our 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 our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 6. 1.7 Website – 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 resident and must only access this Prospectus from within Australia. 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. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company. 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. 1.8 Disclaimer No person is authorised to give information or to make any representation in connection with the offers described in this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer. You should rely only on information in this Prospectus. 1.9 Investment Advice This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Options under this Prospectus. 3 2. BACKGROUND TO THE OFFERS On 30 July 2026, ADX completed a placement to sophisticated investors (Placement Participants) of 171,975,000 Shares (Placement Shares) at $0.02 each to raise $3,439,500 (Placement). The Company agreed to issue each Placement Participant one free- attaching option to acquire a Share, exercisable at $0.03 each with an expiry date of 31 December 2027 (Placement Options) for every one Placement Share issued, subject to Shareholder approval. ADX will apply to ASX for Official Quotation of the Placement Options. Mr Ian Tchacos, Mr Edouard Etienvre and Mr Paul Fink (or their respective nominee(s)), each a Director of the Company, have agreed, subject to Shareholder approval, to participate in the Placement for an aggregate of 7,250,000 Shares together with one free attaching Placement Option for every one new Share issued. The Company engaged the services of GBA Capital, Zerp Capital and MST Financial Services to jointly manage the Placement. Pursuant to the Lead Manager Mandates the Company agreed to issue GBA and Zerp Capital (or their nominees) a total of 34,395,000 Options and MST (or its nominee) a total of 5,655,000 Options as part consideration for services provided in connection with the Placement (together, the Lead Manager Options). These Options are offered under the Brokers Offer. A summary of the material terms of the Lead Manager Mandates is set out in Section 7.5. The Company also entered into a corporate advisory mandate with Zerp Capital, pursuant to which the Company agreed to issue Zerp Capital (or its nominees) a total of 30,000,000 Options as part consideration for corporate advisory services (Corporate Advisory Options). These Options are offered under the Advisors Offer. 4 3. DETAILS OF THE OFFERS 3.1 The Offers The Placement Offer is an offer of 171,975,000 Options, being one (1) free attaching Option for every one (1) Share issued under the Placement, exercisable at $0.03 each on or before 31 December 2027. The Placement Offer – Directors is an offer of 7,250,000 Options, being one (1) free attaching Option for every one (1) Share issued to Directors participating in the Placement, exercisable at $0.03 each on or before 31 December 2027. The Brokers Offer is an offer of 40,050,000 Options, as part remuneration to the Lead Managers to the Placement, exercisable at $0.03 each on or before 31 December 2027. The Advisors Offer is an offer of 30,000,000 Options, as part remuneration to the Corporate Advisor, exercisable at $0.03 each on or before 31 December 2027. The Offers are conditional on the Company obtaining the approval of Shareholders to issue the Securities. If this Shareholder approval is not obtained, the Offers will not proceed and the Company will not issue any Options. The Options offered under the Offers will be issued on the terms set out in Section 5.1. All of the Shares issued upon exercise of the Options will rank equally with the Shares on issue at the date of this Prospectus. The purpose of the Offers is set out in Section 4.1. No funds will be raised from the issue of Options under the Placement Offer and Placement Offer – Directors as the Options are free attaching to Shares issued under the Placement on a one for one basis. No funds will be raised from the issue of Lead Manager Options or Corporate Advisory Options as the Options are part remuneration for services. 3.2 Minimum subscription There is no minimum subscription to the Offers. 3.3 Not underwritten The Offers are not underwritten. 3.4 Broker fees GBA Capital, Zerp Capital and MST Financial Services acted as joint lead managers of the Placement. 3.5 Applications The Options will be placed to those participants in the Placement. Application Forms for the Offers will be provided to the Placement participants. Completed Application Forms under the Offers must be returned to the address set out in the Application Form with sufficient time to be received by or on behalf of the Company by no later than the date specified by the Company when providing Applicants with a copy of this Prospectus and an Application Form. 3.6 Issue of Securities Options issued under the Offers will be issued in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus. 3.7 ASX listing Application for Official Quotation of the Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus, in accordance with the timetable set out in Section 1.1. If ASX does not grant Official Quotation of the Options offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Options. 5 The fact that ASX may grant Official Quotation to the Options is not to be taken in any way as an indication of the merits of the Company or the Options now offered. 3.8 Applicants outside Australia The distribution of this Prospectus outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. The Offers do not, and are 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. Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up Options on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained. 3.9 Enquiries Any questions concerning the Offers should be directed to the Company on +61 8 9381 4266. 6 4. PURPOSE AND EFFECT OF THE OFFERS 4.1 Purpose of the Offers The purpose of the Offers is to remove any trading restrictions attaching to the Options issued under the Offers and any Shares issued on exercise of these Options, given that the Options offered under the Offers are being issued with disclosure under this Prospectus. Subject to ASX granting Official Quotation of the Options, this will allow holders to trade the Options on the ASX and ensure that any Shares issued on exercise of the Options can be on-sold within 12 months of their issue, without a disclosure document for the on-sale offer. No funds will be raised directly under the Offers, however, if all of the Options are exercised, the Company will receive $7,478,250 in aggregate, by virtue of payment of the exercise price. The principal effect of the Offers, assuming all Options offered under the Offers are issued, will be to increase the total number of Options on issue by 249,275,000 Options on completion of the Offers. 4.2 Financial effects of the Offers The Options to be issued pursuant to the Offers will be issued at a nil issue price. Accordingly, there will be no immediate effect on the Company’s balance sheet. However, capital will be raised if the Options are exercised, which will affect the Company’s balance sheet. The Company is unable to specify with any certainty the extent of any change to the balance sheet, given that there is no certainty if or when any of the Options will be exercised. The expenses of the Offers will be met from the Company’s existing cash reserves. 4.3 Effect of the Offers on capital structure The effect of the Offers on the Company’s capital structure is set out below. SHARES NUMBER Shares currently on issue1 1,076,613,398 Shares to be issued under the Offers Nil Shares to be issued under Placement - Directors2 7,250,000 Total Shares on issue on completion of the Offers and Placement2 1,083,863,398 Notes: 1. The rights and liabilities attaching to the Shares are summarised in Section 5.2. 2. The issue of 7,250,000 Shares of the Placement – Directors Shares remain subject to Shareholder approval. OPTIONS NUMBER Options currently on issue1 211,197,707 Options to be issued under the Offer2,3 249,275,000 Total Options on issue on completion of the Offers and Placement 460,472,707 Notes: 1. Comprising: (a) 300,000 Zero Exercise Price Options Expiring 31 July 2027 (b) 218,750 Zero Exercise Price Options Expiring 31 October 2027 (c) 86,615,403 $0.039 Exercise Price Options Expiring 17 January 2028 (d) 131,425 Zero Exercise Price Options Expiring 31 January 2028 (e) 105,621,493 $0.0405 Exercise Price Options Expiring 20 May 2028 (f) 13,900,000 $0.045 Exercise Price Options Expiring 31 May 2028 7 (g) 89,003 Zero Exercise Price Options Expiring 31 May 2028 (h) 196,514 Zero Exercise Price Options Expiring 31 July 2028 (i) 167,079 Zero Exercise Price Options Expiring 31 October 2028 (j) 213,068 Zero Exercise Price Options Expiring 31 January 2029 (k) 670,673 Zero Exercise Price Options Expiring 31 May 2029 (l) 640,086 Zero Exercise Price Options Expiring 31 July 2029 (m) 700,000 Zero Exercise Price Options Expiring 31 October 2029 (n) 520,833 Zero Exercise Price Options Expiring 31 January 2030 (o) 478,448 Zero Exercise Price Options Expiring 31 May 2030 (p) 734,932 Zero Exercise Price Options Expiring 31 July 2030 2. The rights and liabilities attaching to the Options are summarised in Section 5.1. 3. The issue of 249,275,000 Options remain subject to Shareholder approval. 8 5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES The following is a summary of the more significant rights and liabilities attaching to the Options and Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Securityholders. To obtain such a statement, persons should seek independent legal advice. Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours. 5.1 Terms and Conditions of the Options The terms and conditions of the Options to be issued under the Offers are as follows: (a) Entitlement Each Option entitles the holder to subscribe for one Share upon exercise of the Option. (b) Exercise Price Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.03 (Exercise Price). (c) Expiry Date Each Option will expire at 5:00pm (WST) on 31 December 2027 (Expiry Date). An Option not exercised before the respective Expiry Date will automatically lapse on the Expiry Date. (d) Exercise Period The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). (e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. (f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt by the Company of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). (g) Timing of issue of Shares on exercise Within five (5) Business Days after the Exercise Date, the Company will: (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. 9 If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. (h) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then issued shares of the Company. (i) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction. (j) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. (k) Change in exercise price An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. (l) Transferability The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. 5.2 Rights and liabilities attaching to Shares (a) General meetings Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company. (b) Voting rights Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders: (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative; (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited). (c) Dividend rights Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to 10 the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares. The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied. Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares. (d) Winding-up If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability. (e) Shareholder liability As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture. (f) Transfer of shares Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules. (g) Future increase in capital The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of Securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine. (h) Variation of rights Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class. 11 (i) Alteration of constitution In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given. 12 6. RISK FACTORS 6.1 Introduction The Options offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Options pursuant to this Prospectus. There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this Section, or other risk factors,