Announcement PDF AKORA RESOURCES LIMITED (ACN 139 847 555) (ASX:AKO) ENTITLEMENT ISSUE OFFER DOCUMENT For a non-renounceable, pro-rata entitlement issue by AKORA Resources Limited to Eligible Shareholders of one (1) New Share for every six (6) Shares held at 7:00pm (AEST) on 12 August 2025 (Record Date) at an issue price of $0.085 (8.5 cents) per New Share, to raise up to approximately $2.08 million before costs (Offer). The Offer closes at 5:00 pm (AEST) on Monday, 1 September 2025. Important Notice This document is not for release or distribution in the United States or elsewhere outside Australia or New Zealand. This is an important document and requires your immediate attention. If you are in any doubt about how to deal with this document (Offer Document), you should consult your stockbroker, accountant, lawyer or other professional adviser. You are encouraged to carefully read this Offer Document in its entirety before making any investment decision in relation to the Entitlement Issue. If you apply for New Shares under the Entitlement Issue you will be agreeing to be bound by the terms of the Offer Document, and you will confirm that you have read, understood and agreed to the terms of the Offer Document. This Offer Document is not a prospectus or other form of disclosure document. It does not contain all of the information that an investor may require to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered under this Offer Document. This Offer Document does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs. The New Shares offered by this Offer Document should be considered highly speculative. Participation in the Entitlement Issue is only open to holders of fully paid ordinary shares in AKORA at 7:00pm (AEST) on Tuesday, 12 August 2025 and whose address on the share register is in Australia or New Zealand. Page 1 Table of Contents IMPORTANT INFORMATION ........................................................................................................... 2 CHAIRMAN’S LETTER ..................................................................................................................... 6 KEY OFFER DETAILS ...................................................................................................................... 7 KEY DATES ...................................................................................................................................... 8 ANSWERS TO KEY QUESTIONS .................................................................................................... 8 1 OVERVIEW OF THE COMPANY ....................................................................................... 11 2 THE OFFER AND ELIGIBILITY .......................................................................................... 11 3 HOW TO APPLY FOR NEW SHARES .............................................................................. 27 4 ADDITIONAL INFORMATION ............................................................................................ 30 5 DEFINITIONS ..................................................................................................................... 33 6 CORPORATE DIRECTORY ............................................................................................... 35 Page 1 IMPORTANT INFORMATION This Entitlement Issue Offer Document (the Offer Document) has been prepared by AKORA Resources Limited (ACN 139 847 555) (ASX: AKO) and is dated 15 August 2025. The Company has appointed MST Financial Services Pty Limited (ABN 54 617 475 180) and Sanlam Private Wealth Pty Ltd (ABN 18 136 960 775) to act as joint lead managers in respect of the Offer. This Offer Document is not a prospectus or other disclosure document under the Corporations Act and has not been lodged with ASIC. The Offer contained in this Offer Document is being made without disclosure in accordance with section 708AA of the Corporations Act, as modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84. In general terms, section 708AA permits certain companies to undertake entitlement issues without being required to use or provide to shareholders a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Document is significantly less than the level of disclosure required in, and what you would expect in, a prospectus. Eligible Shareholders should rely on their own knowledge of the Company, refer to disclosures made by the Company to ASX, and consult their professional advisers before deciding to accept the Offer. The Offer Document does not constitute financial product advice and has been prepared without taking into account an Eligible Shareholder’s investment objectives or financial circumstances. The Offer Document does not purport to contain all the information that Eligible Shareholders may require to make an informed investment decision regarding, or about the entitlement attaching to, the New Shares offered under this Offer Document. Securities will only be issued on the basis of this Offer Document in accordance with the terms set out in this Offer Document. As at the date of this Offer Document, the Company has complied with: (a) the provisions of Chapter 2M of the Corporations Act 2001 (Cth) (Corporations Act), as they apply to the Company; and (b) sections 674 and 674A of the Corporations Act. The Offer is made only to those Shareholders on the Record Date and who meet the requirements set out in section 2.4 (Eligible Shareholders). Before deciding whether to apply for New Shares, each Eligible Shareholder should consider whether AKORA is a suitable investment for them in light of their own investment objectives and financial circumstances and should seek professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. This is an important document It is important that you carefully read this Offer Document in its entirety before deciding to invest in AKORA and, in particular, that you consider the risk factors that could affect the financial performance of AKORA. In addition to the general risks applicable to all investments in listed companies, there are specific risks associated with an investment in AKORA. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. Page 2 Disclaimer No person is authorised to give any information or to make any representation in connection with the Offer contained in this Offer Document. Any information or representation not contained in this Offer Document may not be relied on as having been authorised by AKORA in connection with the Offer. Neither AKORA nor any other person warrants the future performance of AKORA or any return on any investment made under this Offer Document, except as required by law and then only to the extent so required. Future performance and forward looking statements Applicants should note that the past share price performance of AKORA provides no guidance as to its future share price performance. Any financial information provided in this Offer Document is for illustrative purposes only and is not represented as being indicative of AKORA’s future financial performance. This document contains forward-looking statements. Forward-looking statements can generally be identified by use of words such as “may”, “should”, “could”, “foresee”, “plan”, “aim”, “will”, “expect”, “intend”, “project”, “estimate”, “anticipate”, “believe”, “forecast”, "target", "outlook", "guidance" or “continue” or similar expressions. Forward-looking statements other than those of historical facts may also include statements relating to the future financial condition, results of operations, projects and business of AKORA and certain plans and objectives of the management of AKORA. The forward-looking statements contained in this document are not based solely on historical facts but are based on current expectations about future events and results. These forward-looking statements are subject to inherent known and unknown risks and uncertainties, certain of which are summarised under Section 2 Risk Factors herein, and other factors which are beyond the control of AKORA. Such risks and uncertainties include factors and risks specific to the operations of AKORA, as well as general economic conditions, prevailing interest rates, commodity prices, conditions in the financial markets, government policies and regulations and competitive pressures. As a consequence, forward-looking statements are provided as a general guide only and actual events or results may differ materially from the expectations expressed or implied in such forward-looking statements. Forward-looking statements in this Offer Document speak only at the date of this Offer Document. Subject to any continuing obligations under applicable law or the ASX Listing Rules, AKORA does not, in providing this information, undertake any obligation to publicly update or revise any of the forward-looking statements for any change in events, conditions or circumstances on which any such statement is based. Accordingly, you are cautioned not to place undue reliance on forward-looking statements contained in this document. Neither AKORA, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. Excluded Information As at the date of this Offer Document, the Company is not aware of any excluded information of the kind that would require disclosure in this Offer Document pursuant to sections 708AA(8) and (9) of the Corporations Act. Ineligible shareholders The Offer contained in this Offer Document is only an offer to persons (including individuals and corporate entities) with registered addresses in Australia or New Zealand. The Offer is not extended to, and no New Shares are offered or will be issued to, persons who do not meet the requirements set out in section 2.4 (Ineligible Shareholders). AKORA has determined, pursuant to ASX Listing Rule 7.7.1 that it would be unreasonable on this occasion to extend the Offer to Ineligible Shareholders having regard to the number of Ineligible Shareholders, the number and value of securities held by Ineligible Shareholders and the costs of complying with the legal and regulatory requirements which would apply to an offer of securities to Ineligible Shareholders in those jurisdictions. Page 3 Foreign jurisdictions and restrictions on the distribution of this Offer Document This Offer Document and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of New Shares in any place outside Australia or New Zealand. The distribution of this Offer Document and the accompanying Entitlement and Acceptance Form outside of Australia or New Zealand may be restricted by law and persons who come into possession of this Offer Document and the accompanying Entitlement and Acceptance Form should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws. Neither this Offer Document nor the accompanying Entitlement and Acceptance Form may be sent or passed to persons outside Australia or New Zealand or otherwise distributed outside Australia or New Zealand. In particular, the Offer has not been, and will not be, registered under the Securities Act of 1933 (US) or the securities laws of any state of the United States and is not being made in the United States or generally to persons resident in the United States. Neither this Offer Document nor the accompanying Entitlement and Acceptance Form may be sent to investors in the United States or otherwise distributed in the United States. The New Shares being offered to residents of New Zealand under this Offer Document are offered in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (NZ). This Offer Document and the Entitlement and Acceptance Form have not been registered, filed or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (NZ). This Offer Document is not an investment statement or prospectus under New Zealand law and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain. In any event, the Offer is only made to and may only be accepted by Eligible Shareholders. No offer is made pursuant to this Offer Document in any place in which, or to any person to whom, it would be unlawful to make such an offer. Notice to nominees and custodians The Offer is being made to all Eligible Shareholders. AKORA is not required to determine whether or not any Eligible Shareholder is acting as a nominee or the identity or residence of any beneficial owners of Shares. Where any registered holder that qualifies as an Eligible Shareholder is acting as a nominee for a foreign person, that registered holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those laws. Privacy Act If you complete an Entitlement and Acceptance Form, you will be providing personal information to the Company (directly, or to the Company’s share registry). The Company collects, holds, and uses that information to assess your application, service your needs as a shareholder, facilitate distribution payments and corporate communications to you as a shareholder, and carry out administration. The information may be used from time to time and disclosed to persons inspecting the register, 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 Company’s share registry. You can access, correct, and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so, at the relevant contact numbers set out in this Offer Document. Page 4 Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (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 Entitlement and Acceptance Form, the Company may not be able to accept or process your application. Competent Persons Statement The information in this Offer Document that relates to Exploration Targets and Exploration Results is based on information compiled by Mr Jannie Leeuwner – BSc (Hons) Pr.Sci.Nat. MGSSA and is a full-time employee of Vato Consulting LLC. Mr. Leeuwner is a registered Professional Natural Scientist (Pr.Sci.Nat. - 400155/13) with the South African Council for Natural Scientific Professions (SACNASP). Mr. Leeuwner has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and the activity being undertaken to qualify as a Competent Person as defined in the Note for Mining Oil & Gas Companies, June 2009, of the London Stock Exchange and the 2012 Edition of the ‘Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code). Mr. Leeuwner consents to the inclusion of the information in this Offer Document in the form and context in which it appears. The information in this Offer Document that relates to the Mineral Resource estimate of the Bekisopa project is based on, and fairly represents information and supporting documentation compiled and reviewed by Mr. Richard Ellis, a full-time employee of Wardell Armstrong International and independent of Akora Resources. Mr. Ellis is a Chartered Geologist (CGeol) and Fellow of the Geological Society of London, and European Geologist (EurGeol) of the European Federation of Geologists, and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the December 2012 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves" ('JORC Code'). Mr. Ellis consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears. The information in this document that relates to the Ore Reserve estimate for the Bekisopa project, is based on and fairly represents information and supporting documentation compiled and reviewed by Mr. Colin Davies, a full-time employee of Wardell Armstrong International and independent of Akora Resources. Mr. Davies is a Chartered Mining Engineer (CEng), a Member of the Institute of Materials, Minerals and Mining UK (MIMMM), and Qualified for Minerals Reporting (QMR). Mr. Davies has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the December 2012 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves" ('JORC Code'). Mr. Davies consents to the inclusion in the report of the matters based upon the information in the form and context in which it appears. Defined terms and abbreviations Terms and abbreviations used in this Offer Document are defined in section 5 of this Offer Document. Governing law This Offer Document, the Offer and the contracts formed on acceptance of the Applications are governed by the laws of Victoria. Each Applicant submits to the non-exclusive jurisdiction of the courts of Victoria. Queries If you have not received a personalised Entitlement and Acceptance Form or have any queries on how to complete the Entitlement and Acceptance Form, please contact AKORA’s share registry, MUFG Corporate Markets, on +61 1300 55 44 74 between 8.30am and 5:30pm (Sydney time), Monday to Friday. Page 5 CHAIRMAN’S LETTER 15 August 2025 Dear Investor, On behalf of the Directors of AKORA Resources Limited (ACN 139 847 555) (ASX: AKO) (AKORA or the Company) I am pleased to offer you the opportunity to acquire New Shares in the Company. This Offer Document contains an offer to existing Eligible Shareholders of the Company to subscribe for one (1) New Share for every six (6) Shares you hold as at the Record Date at an Issue Price of $0.085 (8.5 cents) per New Share. This is the Offer. The Company is also pleased to announce that it has completed a private placement to institutional, professional and sophisticated investors (Placement) of 9,798,000 Shares at $0.085 (8.5 cents) per Share, that raised up to $832,830 (before costs). The Shares under the Placement were issued prior to the Record Date under the Offer, meaning investors under the Placement will be entitled to participate in the Offer on the basis of their total shareholdings as at the Record Date, which includes those shares issued pursuant to the Placement. The funds raised under the Placement and this Offer Document (net of expenses) will be used by the Company for the following: (a) Bekisopa Project Development Works: (i). commencement of Feasibility Study; (ii). continue Environmental Impact Assessment; and (iii). permitting and licencing including progression to Mining Licence for Bekisopa; (b) progressing strategic investor process; (c) commencement of community engagement: (d) tenement maintenance; (e) working capital; and (f) costs of the capital raise. This Offer Document contains detailed information about the Offer and the Company’s business, as well as the risks of investing in the Company. I encourage you to read it carefully. Yours sincerely, Graeme Hunt Non-Executive Chairman AKORA Resources Limited Page 6 KEY OFFER DETAILS Key data relating to the Offer Issue Price per New Share $0.085 Last traded Shares on ASX ended 31 July 2025 $0.105 Discount of the Issue Price to the 15-day VWAP of Shares on ASX for the period ended 31 July 2025 20.5% Maximum number of New Shares to be offered under the Offer¹ 24,532,106 Proceeds from the Offer (excluding costs associated with the Offer) $2,085,229 Total number of Shares on issue following the Offer (assuming full subscription)² 171,724,740 ¹ Following the issue of Shares under the Placement. ² These figures are approximate only and are subject to rounding. Page 7 KEY DATES Event Proposed Date Announcement Date Tuesday, 5 August 2025 Placement Settlement Date Friday, 8 August 2025 Placement Issue Date Issue Placement shares and lodgement of Appendix 2A and Cleansing Notice (Placement) with ASX Monday, 11 August 2025 “Ex” Date for Offer Monday, 11 August 2025 Record Date for Offer 7:00pm (AEST) on Tuesday, 12 August 2025 Dispatch of Offer Document and Entitlement and Acceptance Form Offer Opening Date Friday, 15 August 2025 Friday, 15 August 2025 5:00 pm on Monday, 1 September 2025 Offer Closing Date Offer Results Announcement Date Company announces results of Offer Thursday, 4 September 2025 Issue Date Issue of New Shares taken up under the Offer Thursday, 4 September 2025 Trading Date Normal trading of Offer Shares and dispatch of holding statements Friday, 5 September 2025 The timetable above is indicative only and may be subject to change. AKORA reserves the right to amend any or all of these dates and times, subject to the Corporations Act, the ASX Listing Rules, and any other applicable laws. In particular, AKORA reserves the right, to extend or otherwise vary the Closing Date or to withdraw the Offer without prior notice. Any extension or variation of the Closing Date will have a consequential effect on the date for the allotment of New Shares. The commencement of quotation of New Shares is subject to confirmation from ASX ANSWERS TO KEY QUESTIONS Question Answer What is the Offer? One (1) New Share for every six (6) Shares held on the Record Date at an Issue Price of $0.085 (8.5 cents) per New Share. Who can participate in the Offer? Only Eligible Shareholders can participate in the Offer. Eligible Shareholders are persons who meets the requirements set out in section 2.4. How much do I have to pay to participate in the Offer? The Issue Price for each New Share is $0.085 (8.5 cents). You may subscribe for all, or part, of your Entitlement. Page 8 Question Answer What are the terms of the New Shares? The New Shares issued under the Offer will rank equally with all existing Shares. What is the purpose of the Offer? Proceeds from the Offer (net of expenses) will be used by the Company for the following: (a) Bekisopa Project Development Works: (iv). commencement of Feasibility Study; (v). continue Environmental Assessment; and (vi). permitting and licencing including progression to Mining Licence for Bekisopa; Impact (b) progressing strategic investor process; (c) commencement of community engagement: (d) tenement maintenance; (e) working capital; and (f) costs of the capital raise. Is the Offer underwritten? No. Can I apply for shares in excess of my Entitlement? Yes. Eligible Shareholders who take up their full Entitlement under the Offer may apply for more New Shares than the number shown on their Entitlement and Acceptance Form. Applications for Additional Shares may be considered if a Shortfall under the Offer exists. Additional Shares will be issued to Eligible Shareholders at the discretion of the Directors. There is no guarantee that you will receive Additional Shares. What are the risks associated with applying for New Shares under the Offer? An investment in AKORA involves general risks associated with any investment in shares, including that the price of the New Shares may rise or fall. There are also a number of risk factors, both specific to AKORA and of a general nature, which may affect the future operating and financial performance of AKORA and the value of an investment in AKORA. These specific risks include, but are not limited to, exploration and development risks, mineral resource risks, Madagascar legal system risks, environmental risks, business risks, additional funding, loss of key management, acquisitions and other strategic investments as well as the risk of future financings. See section 2.12 for further information regarding the risks associated with investing in the Company. Page 9 Question Answer What are my options? You may: How do I accept my Entitlement? (a) take up all, or part, of your Entitlement; (b) take up all of your Entitlement and apply for Additional Shares; or (c) do nothing and allow all of your Entitlement to lapse in which case the New Shares comprising your Entitlement may be placed by the Directors at their discretion under the Shortfall Offer. If you are an Eligible Shareholder, and you wish to subscribe for all or some of the New Shares making up your Entitlement, you must make a payment via BPAY® or EFT as noted on your personalised Entitlement and Acceptance Form for the Application Money. Please refer to section 3 for further details on how to accept your Entitlement. If you have not received an Entitlement and Acceptance Form, please call MUFG Corporate Markets, on 1300 55 44 74 between 8.30am to 5:30pm (Sydney time). Can I sell or transfer my Entitlement? No. The Offer is non-renounceable and, accordingly, you cannot sell or transfer any of your Entitlement. How can I obtain further information? AKORA encourages you to seek advice from your financial or other professional adviser in respect of the Offer. Page 10 1 OVERVIEW OF THE COMPANY 1.1 Overview AKORA Resources Limited (ASX: AKO) was incorporated on 6 October 2009 and conducted exploration activities as an unlisted entity until its listing on the Australian Securities Exchange on 16 December 2020. The Company is focused on the development of four high-grade iron ore projects in Madagascar. The Company’s flagship Bekisopa Iron Ore Project has a 194.7 million tonne (mt) Inferred JORC Resource with very low impurities able to produce a premium-priced +68% Fe concentrate1. Direct Reduced Iron-Electric Arc Furnace (DRI-EAF) technology which is used to make steel without coal and considerably less carbon emissions, requires iron ore grades of at least 67%2. To generate cash in the near-term, AKORA is advancing plans at Bekisopa for a Stage1, 2Mt per annum Mine with an initial six-year life of mine, producing 61.6% Fe average grade lump and fine direct shipping ore (DSO) for shipping to Blast Furnace steelmakers; with potential to add to the DSO inventory and a potential multi-year Stage 2 to follow3. Please refer to the Company’s Corporate Update released to the ASX on 21 July 2025 for further information regarding the Company and its operations. 1 Please refer ASX announcements dated 2 March 2022 and 11 April 2022. Please refer ASX announcement dated 14 November 2023. 3 Please refer ASX announcement dated 31 March 2025. 2 2 THE OFFER AND ELIGIBILITY 2.1 The Offer AKORA is offering Eligible Shareholders the opportunity to subscribe for one (1) New Share in AKORA for every six (6) Shares held at 7:00PM (AEST) on the Record Date at an Issue Price of $0.085 (8.5 cents) per New Share, to raise approximately $2.08 million (before costs). Based on the number of Shares on issue as at the date of this Offer, a maximum of approximately 24,532,106 New Shares may be issued pursuant to this Offer. 2.2 Your Entitlement The number of New Shares to which you are entitled to subscribe is shown on the accompanying Entitlement and Acceptance Form. Fractional entitlements have been rounded up to the nearest whole Share, except where the rounding up of a fractional Entitlement would result in the Eligible Shareholder increasing their voting power in the Company from 20% or below to more than 20% in which case the fractional Entitlement has been rounded down. Holdings on different registers or sub-registers will not be aggregated to calculate entitlements. You may also wish to apply for additional New Shares under the Shortfall Facility set out in Section 2.8. All of the New Shares offered under this Offer Document will rank equally with the Shares on issue at the date of this Offer Document. Page 11 2.3 Issue Price The Issue Price payable for each New Share is $0.085 (8.5 cents), being a 20.5% discount to the 15-day volume weighted average market price (VWAP) of Shares on the ASX for the period ended 31 July 2025. Eligible Shareholders will not be obliged to pay brokerage fees in respect of New Shares acquired under the Offer, although the Company will pay certain professional, joint lead manager, legal and other fees to third parties (please refer to Section 4.3 below). Eligible Shareholders should note that the market price of Shares may rise and fall between the date of this Offer and the date when New Shares are allotted under the Offer. Accordingly, the price you pay per New Share pursuant to this Offer may be either higher or lower than the market price of Shares at the time of this Offer or at the time the New Shares are allotted under this Offer. AKORA recommends that you monitor the price of the Shares, which can be found in the financial pages of major Australian metropolitan newspapers, or on the Australia