Announcement PDF ABx Group Limited (ACN 139 494 885) PROSPECTUS SPP Offer An offer to Eligible Shareholders to subscribe for up to $30,000 worth of SPP Shares at the SPP Offer Price, together with one free attaching SPP Option for every two SPP Shares subscribed for and issued, to raise $2,000,000 (before costs), with the Company reserving the right to accept oversubscriptions (SPP Offer). The SPP Offer Price will be the lower of: (a) $0.031 per SPP Share, being the issue price per Share under the Placement; and (b) 95% of the VWAP of Shares traded on ASX over the five Trading Days up to and including the SPP Closing Date, rounded down to the nearest $0.001. The SPP Options will have an exercise price of $0.046 and expire three years from the date of issue. SPP Shortfall Offer The SPP Offer is fully underwritten by Alpine Capital Pty Ltd (Underwriter) for $2,000,000 (Underwritten Amount). An offer of any SPP Shares not subscribed for under the SPP Offer up to the Underwritten Amount (Shortfall Shares), together with one free attaching Shortfall Option for every two Shortfall Shares issued to the Underwriter or its nominee(s) pursuant to the Underwriting Agreement (SPP Shortfall Offer). The Shortfall Shares will be issued at the SPP Offer Price and the Shortfall Options will be issued on the same terms and conditions as the SPP Options. Placement Options Offer An offer of: (a) one Placement Option for every two Placement Shares subscribed for by Placement Participants under the Placement; and (b) 13,548,387 Lead Manager Options to the Lead Manager (or its nominee(s)) in connection with the Placement, (Placement Options Offer). The Placement Options and Lead Manager Options will have an exercise price of $0.046 and expire three years from the date of issue. Underwriter Fee Offer An offer to the Underwriter (or its nominee(s)) of two Underwriter Options for every Underwritten Share pursuant to the Underwriting Agreement (Underwriter Fee Offer). The Underwriter Options will be issued on the same terms and conditions as the Company's existing quoted Options (ASX:ABXO). Page ii The SPP Offer, SPP Shortfall Offer, Placement Options Offer and Underwriter Fee Offer are together the Offers. The issue of New Securities under the Offers is subject to Shareholder Approval. Further details of the Shareholder Approval required in connection with the Offers are set out in Section 2.12. Important Notice This document is important and should be read in its entirety including the Application Form. If after reading this Prospectus you have any questions about the New Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The New Securities offered by this Prospectus should be considered as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 4 for a summary of the key risks associated with an investment in the New Securities. Page iii CONTENTS Section Page No CONTENTS..................................................................................................................................................iii IMPORTANT NOTICES ...............................................................................................................................iv CORPORATE DIRECTORY........................................................................................................................vii KEY DATES ............................................................................................................................................... viii 1. Investment Overview ..........................................................................................................ix 2. Details of the Offers .......................................................................................................... 15 3. Effect of the Offers............................................................................................................ 29 4. Risk factors ....................................................................................................................... 35 5. Rights attaching to New Securities ................................................................................... 45 6. Additional information ....................................................................................................... 49 7. Authorisation..................................................................................................................... 59 8. Glossary of Terms............................................................................................................. 60 Page iv IMPORTANT NOTICES Prospectus Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities 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. Date and expiry date This Prospectus is dated 28 September 2026 and was lodged with the ASIC on that date. This Prospectus expires at 5:00pm (Sydney time) on the date which is 13 months after the Prospectus Date. No Securities will be issued on the basis of this Prospectus after this expiry date. No exposure period No exposure period applies to this Prospectus by operation of ASIC Corporations (Exposure Period) Instrument 2026/90. Not investment advice The information in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. No person is authorised to give any information or to make any representation in connection with the Offers, other than as is contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors in connection with the Offers. Speculative investment The New Securities offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the New Securities offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid or that there will be an increase in the value of the New Securities in the future. Prospective investors should carefully consider whether the New Securities offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 4 for details relating to the key risks applicable to an investment in the Company’s Securities. ASIC SPP Instrument and ASX placement capacity In certain circumstances, a listed company may undertake a share purchase plan in accordance with the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC SPP Instrument). The ASIC SPP Instrument allows a share purchase plan to be conducted without the use of a prospectus. The Company is unable to rely on the relief granted by the ASIC SPP Instrument in respect of the SPP because the SPP Offer includes free attaching SPP Options and the relief under the ASIC SPP Instrument does not extend to the offer of those Options. The Company is therefore undertaking the SPP Offer under this Prospectus. Listing Rule 7.2 (Exception 5) also provides an exception from the requirement for Shareholder approval under Listing Rule 7.1 for certain issues of securities under a share purchase plan. The SPP does not satisfy the requirements of that exception, including the applicable limitations on the number of Shares that may be issued and the issue price of those Shares. Accordingly, the Company is not relying on Listing Rule 7.2 (Exception 5) in respect of the SPP and is seeking Shareholder Approval for the issue of the SPP Securities under the SPP Offer. Further details are set out in Section 2.12. Share price and SPP Offer Price risk The SPP Offer Price will not be known until after the SPP Closing Date as it is calculated by reference to the lower of $0.031 and 95% of the VWAP of Shares traded on ASX over the five Trading Days up to and including the SPP Closing Date, rounded down to the nearest $0.001. Accordingly, Eligible Shareholders who apply under the SPP Offer will not know the SPP Offer Price, or the number of SPP Shares and corresponding SPP Options to be issued to them, at the time they make their Application. The market price of Shares may also change between the date an Application is made and the date the SPP Securities are issued. If the market price of Shares on the issue date is less than the SPP Offer Price, the market value of the SPP Shares issued to an Applicant may be less than the amount paid for those SPP Shares. There is no guarantee that the SPP Offer Price will represent a discount to the market price of Shares on the date the SPP Shares are issued. Target Market Determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the New Options offered under this Prospectus. A target market determination (TMD) in respect of the offers of New Options under this Prospectus has been prepared by the Company and is available on the Company's website at https://abxgroup.com.au/. The Company will only distribute this Prospectus in relation to the New Options in accordance with the TMD. By making an Application for New Options under an Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. Copies of the Prospectus and Application Forms This Prospectus may be made available in electronic form. Persons who receive a copy of this Prospectus in electronic form may obtain a paper copy of this Prospectus and any relevant Application Form (free of charge) from the Company before the applicable Closing Date by contacting the Company. Contact details for the Company are set out in the Corporate Directory. Applications for New Securities under an Offer may only be made under, or in accordance with, the relevant Application Form accompanying this Prospectus or otherwise in accordance with the application procedures specified in this Prospectus. The Corporations Act prohibits any person from passing an Application Form on to another person unless it is attached to, or accompanied by, a complete and unaltered copy of this Prospectus. Applicants should refer to Section 2 for details of how to apply under the relevant Offer. Page v No cooling-off rights Cooling-off rights do not apply to an investment in New Securities issued under this Prospectus. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted. Eligible Shareholders The SPP Offer is being made to Shareholders with a registered address in Australia and New Zealand who were registered holders of Shares on the Record Date (Eligible Shareholders). New Zealand The SPP Shares are not being offered or sold 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 the SPP Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. In addition, for Eligible Shareholders who subscribe for SPP Shares, the Company will issue SPP Options for no consideration on the terms detailed in this Prospectus. This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This Prospectus 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. Foreign investors 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. The distribution of this Prospectus in jurisdictions 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. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue or circulate this Prospectus or to offer the Securities. Refer to Section 2.21 for further details. The New Securities may not be offered, sold or resold in the United States or to, or for the account or benefit of, a US Person, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. Electronic Prospectus If you have received this Prospectus in electronic form, please ensure that you have received the entire Prospectus together with any relevant Application Form. If you have not, please contact the Company and the Company will send to you, free of charge, either a hard copy or a further electronic copy of this Prospectus and any relevant Application Form. 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. In such a case, the Application Monies received will be dealt with in accordance with section 722 of the Corporations Act. Official Quotation The Company will apply to ASX for Official Quotation of the SPP Shares and Shortfall Shares within seven days after the Prospectus Date. The Company will also apply for Official Quotation of the Underwriter Options, which will be issued on the same terms and conditions as the Company's existing quoted Options (ASX:ABXO). The Company will not apply for Official Quotation of the New Unquoted Options and those Options will be unquoted. Further details regarding Official Quotation are set out in Section 2.19. Website No document or information included on the Company's website is incorporated by reference into this Prospectus. Privacy statement By completing and returning an Application Form or applying for New Securities in accordance with an Application Form, you will be providing personal information directly or indirectly to the Company, the Share Registry, and related bodies corporate, agents, contractors and third-party service providers of the foregoing (Collecting Parties). The Collecting Parties will collect, hold and use that information to assess your Application, service your needs as a security holder and to facilitate distribution payments and corporate communications to you as a security holder. By submitting an Application, you authorise the Company to disclose any personal information contained in your Application (Personal Information) to the Collecting Parties where necessary, for any purpose in connection with the Offers, including processing your Application and complying with applicable law, the Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any applicable regulatory authority. If you do not provide the information required in the relevant Application, the Company may not be able to accept or process your Application. If the Offers are successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of security holders, including bidders for your securities in the context of takeovers, regulatory authorities, authorised securities brokers, print service providers, mail houses and the Share Registry. Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory of this Prospectus. A fee may be charged for access. Forward-Looking Statements This Prospectus may contain forward-looking statements which are identified by words such as "believes", "estimates", "expects", "targets", "intends", "may", "will", "would", "could", or "should" 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 Prospectus Date, 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 management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 4. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements. Page vi 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. The Company cannot and does not give assurances that the results, performance or achievements expressed or implied in 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. Risk factors Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 4 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 Securities 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 Securities pursuant to this Prospectus. Tax implications The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of applying for Securities under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with applying for Securities under this Prospectus. Disclaimer No person is authorised to give any information or to make any representation in connection with the Offers 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 Offers. Currency All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to "$" or "A$" are references to Australian dollars. Time All references to time in this Prospectus are references to the time in Sydney, New South Wales, unless otherwise stated. Glossary Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 0. Page vii CORPORATE DIRECTORY Directors Joycelyn Morton Ian Levy Mark Cooksey Non-Executive Chair Director Managing Director Company Secretary Mathew Watkins Registered Office Suite 2, Level 11, 385 Bourke Street Melbourne VIC 3000 Phone: +61 (03) 9692 7222 Email: mcooksey@abxgroup.com.au Website: https://abxgroup.com.au/ ASX Code (Shares): ABX ASX Code (Listed Options): ABXO Share Registry* Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067, Australia Phone: +61 3 9415 4000 or 1300 850 505 * This entity is included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Page viii KEY DATES Event Details Date (and time if relevant) Record Date for the SPP Offer The date and time that eligibility to participate in the SPP was determined. 7:00pm (Sydney time) Wednesday, 16 September 2026 Announcement – Placement & SPP Announcement of the Placement and SPP. Thursday, 17 September 2026 Issue of Placement Shares Issue of the Placement Shares (other than the Director Placement Shares) under the Placement Wednesday, 23 September 2026 Prospectus Date Lodgement of this Prospectus with ASIC and ASX and despatch to Eligible Shareholders and other persons eligible to participate in the Offers. Monday, 28 September 2026 Opening Date Opening of the Offers Monday, 28 September 2026 Notice of General Meeting despatched Lodgement of the Notice of General Meeting with the ASX and despatch to Shareholders. Tuesday, 29 September 2026 Closing Date for the SPP Offer and Placement Options Offer SPP Offer and Placement Options Offer close. Applications under the SPP Offer must be received by this time. 5:00pm (Sydney time) Friday, 23 October 2026 Shortfall Notification Date Company notifies the Underwriter of the number of Shortfall Shares under the SPP Offer. Monday, 26 October 2026 Closing Date for SPP Shortfall Offer and Underwriter Fee Offer SPP Shortfall Offer and Underwriter Fee Offer close. 5:00pm (Sydney time) Monday, 26 October 2026 Hold General Meeting General Meeting to consider the Shareholder Approval. Thursday, 29 October 2026 Shortfall Settlement Date Settlement of the Shortfall Securities under the SPP Shortfall Offer. Thursday, 29 October 2026 Announcement of SPP Offer results Announcement of the results of the SPP Offer. Before 12:00pm (Sydney time) Friday, 30 October 2026 Issue Date Issue of the New Securities under the Offers and Director Placement Shares Friday, 30 October 2026 Quotation Date Official Quotation of the SPP Shares and Underwriter Options expected to commence. Monday, 2 November 2026 Page ix Important notes The above dates are indicative only and may change. The Company reserves the right to vary any of the above dates without notice, subject to the Corporations Act, the Listing Rules, the Underwriting Agreement and other applicable laws. In particular, the Company reserves the right to extend the applicable Closing Date for any of the Offers without prior notice, which may have a consequential effect on the other dates. The Company also reserves the right not to proceed with any or all of the Offers at any time before the issue of New Securities to Applicants. If the SPP Offer does not proceed, Application Monies received under the SPP Offer will be refunded in full (without interest) as soon as practicable in accordance with the Corporations Act. The commencement of Official Quotation of the SPP Shares and Underwriter Options is subject to ASX approval. 1. Investment Overview The information below is a selective overview only and not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. Prospective investors should read this Prospectus in full before deciding whether to invest in the Securities the subject of the Offers. Topic Summary Further information What is the Capital Raising? On 17 September 2026, the Company announced a capital raising of approximately $4.1 million (before costs), comprising: (a) the Placement to raise approximately $2.1 million (before costs) through the issue of 67,741,935 Placement Shares at $0.031 per Placement Share; and (b) the fully underwritten SPP to raise $2.0 million (before costs), comprising an offer of SPP Shares with one free attaching SPP Option for every two SPP Shares subscribed for and issued under the SPP Offer. The Company has also agreed to issue: (a) one Placement Option for every two Placement Shares subscribed for under the Placement; (b) 13,548,387 Lead Manager Options to the Lead Manager in connection with the Placement; and (c) two Underwriter Options for every Underwritten Share to the Underwriter in connection with the underwriting of the SPP. In connection with the Placement, the Company also issued 806,452 Shares to the Lead Manager in satisfaction of a success fee payable under the Lead Manager mandate. The Offers under this Prospectus facilitate the issue of the SPP Securities and the Options to be issued in connection with the Capital Raising. Section 2.1 What is the SPP Offer? The SPP Offer is an offer to each Eligible Shareholder to subscribe for up to $30,000 worth of SPP Shares at the SPP Offer Price. Section 2.2 Page x Topic Summary Further information Eligible Shareholders will also receive one free attaching SPP Option for every two SPP Shares subscribed for and issued under the SPP Offer. The Company is seeking to raise $2,000,000 (before costs) under the SPP and reserves the right to accept oversubscriptions. The SPP is fully underwritten by Alpine Capital Pty Ltd for the Underwritten Amount. Participation in the SPP Offer is entirely voluntary. What is the SPP Offer Price The SPP Offer Price will be the lower of: (a) $0.031 per SPP Share, being the issue price per Share under the Placement; and (b) 95% of the VWAP of Shares traded on ASX over the five Trading Days up to and including the Closing Date for the SPP Offer, rounded down to the nearest $0.001. The SPP Offer Price will therefore not be known until after the Closing Date for the SPP Offer. The SPP Options will be issued for nil consideration. Section 2.2 Who is eligible to participate in the SPP Offer? You are an Eligible Shareholder and eligible to participate in the SPP Offer if you were registered as the holder of Shares at 7.00pm (Sydney time) on Wednesday, 16 September 2026 with a registered address in Australia or New Zealand. Sections 2.3 to 2.5, 2.21 and 2.22 What is the Record Date of the SPP Offer? 7:00pm (Sydney time) on Wednesday, 16 September 2026. Indicative Timetable What if I am not an Eligible Shareholder? The SPP Offer is not being made to you and you may not participate in the SPP Offer. Sections 2.3, 2.21 and 2.22 What is the SPP Shortfall Offer? The SPP is fully underwritten by the Underwriter for $2,000,000 pursuant to the Underwriting Agreement. To the extent that Eligible Shareholders do not subscribe for the Underwritten Shares under the SPP Offer, the resulting Shortfall Shares, together with one free attaching Shortfall Option for every two Shortfall Shares issued, will be offered to the Underwriter or its nominee(s) pursuant to the SPP Shortfall Offer. The Shortfall Shares will be issued at the SPP Offer Price and the Shortfall Options will be issued on the same terms and conditions as the SPP Options. The number of Shortfall Securities to be issued will depend on the level of participation in the SPP Offer. Section 2.9 What is the Placement Options Offer? Under the Placement Options Offer, the Company is offering: (a) Placement Participants one Placement Option for every two Placement Shares subscribed for by them under the Placement; and Section 2.10 Page xi Topic Summary Further information (b) 13,548,387 Lead Manager Options to the Lead Manager (or its nominee(s)) in connection with the Placement. The Placement Options and Lead Manager Options will be issued for nil consideration and on the terms and conditions set out in Section 5.2. What is the Underwriter Fee Offer? Under the Underwriting Agreement, the Underwriter is entitled to receive two Underwriter Options for every Underwritten Share. The Underwriter Fee Offer is an offer of those Underwriter Options to the Underwriter (or its nominee(s)). The Underwriter Options will be issued for nil consideration and on the same terms and conditions as the Company's existing quoted Options (ASX:ABXO). Sections 2.11 and 5.3 Are the Offers subject to Shareholder Approval? Yes. The issue of the New Securities under the Offers is subject to Shareholder Approval at the General Meeting. The Company is also seeking Shareholder Approval for the issue of the Director Placement Shares. If the relevant Shareholder Approval is not obtained, the Company will not issue the New Securities to which that approval relates. See the Notice of General Meeting and Section 2.12 for further details. Section 2.12 Is there a minimum or maximum subscription? The minimum Application amount under the SPP Offer is $1,000. Eligible Shareholders may apply for SPP Shares in the application amounts set out in Section 2.8, up to a maximum of $30,000. The Company is seeking to raise $2,000,000 (before costs) under the SPP Offer. The number of SPP Shares and corresponding SPP Options to be issued will depend on the SPP Offer Price and the amount raised under the SPP Offer. If Applications are received for more than $2,000,000, the Company may scale back Applications in accordance wi