Announcement PDF CULPEO MINERALS LIMITED ACN 627 735 531 REPLACEMENT ENTITLEMENT ISSUE PROSPECTUS For the offer of a pro-rata non-renounceable entitlement issue of up to 198,347,374 New Options (exercisable at $0.0175 and expiring on 11 July 2028), on the basis of one (1) New Option for every four (4) Shares held by those Shareholders registered at the Record Date at an issue price of $0.003 per New Option to raise up to approximately $595,042 (based on the number of Shares on issue as at the date of this Prospectus) (Offer). IMPORTANT NOTICE This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the New Options being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay. The New Options offered by this Prospectus should be considered as highly speculative. This is a replacement prospectus dated 8 July 2026. It replaces the prospectus dated 8 July 2026 relating to the New Options offered by Culpeo Minerals Limited (ACN 627 735 531). 5313-06/8836285/3 i IMPORTANT NOTICE This Replacement Prospectus is dated 8 July 2026 and was lodged with the ASIC on that date. This Prospectus replaces the prospectus lodged by the Company on 8 July 2026 (Original Prospectus). 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 New Options may be issued on the basis of this Prospectus later than 13 months after the date of Original 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 New Options offered by this Prospectus should be considered as highly speculative. Applications for New Options 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. Replacement Prospectus The key differences between this Prospectus and the Original This Prospectus differs from the Original Prospectus. The material changes that have been made to the Original Prospectus are as follows: (a) the issue price of New Options offered under the Offer has been increased from $0.0025 per New Option to $0.003 per New Option to comply with ASX Listing Rule 7.11.2 regarding the pricing of securities containing fractions of a cent and consequently, the funds to be raised pursuant to the Offer has also been increased from $495,868 to $595,042.12 (in each case, before costs); (b) the indicative use of funds raised from the Offer in Section 4.1 has been updated to reflect the increase in funds to be raised by the Company pursuant to the Offer resulting from the increase in the issue price per New Option and Shortfall Option as outlined above; (c) Section 4.4 has been updated to include the Company's updated pro-forma statement of financial position; (d) Section 7.3 has been updated to include further announcements lodged by the Company with ASX since the lodgement of its 2025 Annual Report after the date of the Original Prospectus; and (e) Section 7.9 has been updated to reflect the increase in ASIC lodgement and Lead Manager fees payable by the Company. These changes to the Original Prospectus are not considered by the Company to be materially adverse to investors, no action needs to be taken by investors who have already submitted Applications under the Offer and there are no withdrawal rights offered pursuant to this Replacement Prospectus under section 724(2)(b) of the Corporations Act. 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 New Options 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 6. Overseas shareholders The Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any 5313-06/8836285/3 ii 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 New Options 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 New Options will not be issued to Shareholders with a registered address which is outside Australia or New Zealand. For further information on overseas Shareholders please refer to Section 3.10. 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 New Options offered under this Prospectus. 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 7.2 for further details. 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 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.culpeominerals.com.au). By making an application under the Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.culpeominerals.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 or New Zealand resident and must only access this Prospectus from within Australia or New Zealand. 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 (08) 6383 7894 during office hours or by emailing the Company Secretary at info@culpeominerals.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 will apply to participate 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 New Options 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. 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 9. 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. 5313-06/8836285/3 iii 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 (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 application for New Options, 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 (08) 6383 7894. 5313-06/8836285/3 iv C O R PO R A TE D IR EC TO R Y Directors Geoffrey McNamara Interim Executive Chairman Zeffron Reeves Non-Executive Director Paul Schmiede Non-Executive Director Company Secretary Michaela Stanton-Cook Registered Office 31-33 Cliff Street FREMANTLE WA 6160 Telephone: +61 (08) 6383 7894 Email: info@culpeominerals.com.au Website: www.culpeominerals.com.au Solicitors Steinepreis Paganin Level 14, QV1 Building 250 St Georges Terrace PERTH WA 6000 Lead Manager Euroz Hartleys Limited Level 37, QV1 Building 250 St Georges Terrace PERTH WA 6000 Auditor RSM Australia Partners Level 32 Exchange Tower 2 The Esplanade PERTH WA 6000 Share Registry* Automic Registry Services Level 5, 126 Phillip Street SYDNEY NSW 2000 Telephone: 1300 288 664 (within Australia) +61 2 9698 5414 (International) *These entities are 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. 5313-06/8836285/3 v T A B L E OF C O N T E N TS 2. KEY OFFER INFORMATION ............................................................................................................. 1 3. DETAILS OF THE OFFER ................................................................................................................... 4 4. PURPOSE AND EFFECT OF THE OFFER............................................................................................ 9 5. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................................. 12 6. RISK FACTORS............................................................................................................................... 16 7. ADDITIONAL INFORMATION........................................................................................................ 25 8. DIRECTORS’ AUTHORISATION...................................................................................................... 30 9. GLOSSARY .................................................................................................................................... 31 5313-06/8836285/3 1 2. KEY OFFER INFORMATION 2.1 Timetable ACTION DATE Lodgement of the Original Prospectus and this Replacement Prospectus with the ASIC and ASX, announcement of the Offer and lodgement of Appendix 3B with ASX Wednesday, 8 July 2026 Ex date Friday, 17 July 2026 Record Date for determining Entitlements Monday, 20 July 2026 Prospectus despatched to Shareholders & Company announces despatch has been completed Thursday, 23 July 2026 Opening Date Thursday, 23 July 2026 Last day to extend Closing Date Thursday, 30 July 2026 Closing Date* Tuesday, 4 August 2026 Announcement of results of Offer Thursday, 6 August 2026 Issue of New Options under the Offer and lodgement of Appendix 3G with ASX Friday, 7 August 2026 Despatch of holding statements for New Options Tuesday, 11 August 2026 *The Directors may extend the Closing Date for the Offer by giving at least 3 Business Days’ notice to ASX prior to the Closing Date. Accordingly, the date the New Options are expected to be issued may vary. 2.2 Key statistics of the Offer FULL SUBSCRIPTION1 Price per New Option under the Offer $0.003 New Option entitlement ratio (based on existing Shares held) 1:4 Shares currently on issue 793,389,496 Options currently on issue 257,625,024 New Options to be issued under the Offer2,3 198,347,374 Gross proceeds of the issue of New Options $595,042 Options on issue post-Offer 455,972,398 Notes: 1. Assuming the full subscription of $595,042.12 is achieved under the Offer. 2. Based on 793,389,496 Shares on issue as at the date of this Prospectus. 3. Each New Option issued under the Offer shall be exercisable at $0.0175 on or before 11 July 2028. Refer to Section 5.2 for the full terms and conditions of the New Options. 2.3 Key Risk Factors Prospective investors should be aware that subscribing for New Options 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 New Options 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 6. 5313-06/8836285/3 2 2.4 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 PERFORMANCE RIGHTS SHARE RIGHTS NEW OPTIONS ENTITLEMENT $ PERCENTAGE FULL SUBSCRIPTION, FULLY DILUTED (%) Geoffrey McNamara1 8,478,665 500,000 20,000,000 - Nil4 Nil4 2.21%4 Zeffron Reeves2 1,321,212 - 12,400,000 - 330,303 $991 1.07% Paul Schmiede3 2,744,286 1,000,000 9,150,000 - 686,071 $2,058 1.04% Notes: 1. Comprising: (a) 1,854,546 Shares held by Linkwood Holdings Pte Ltd (Linkwood). Mr McNamara is a director and substantial shareholder of Linkwood; (b) 6,624,119 Shares held by Tanamera Resources Pte Ltd (Tanamera). Mr McNamara is the sole director and shareholder of Tanamera; (c) 20,000,000 Performance Rights held by Tanamera; and (d) 500,000 Options (exercisable at $0.0175 and expiring on 11 July 2028) held by Tanamera. 2. All securities are held by Mr Zeffron Charles Reeves as trustee for the Palin Trust. Mr Reeves is a beneficiary of the Palin Trust. 3. Comprising: (a) 744,286 Shares held by Vermiculite 987 Pty Ltd as trustee for the Mzungu Superannuation Fund. Mr Schmiede is a director of Vermiculite 987 Pty Ltd and a beneficiary of the Mzungu Superannuation Fund; (b) 2,000,000 Shares held by Turquoise 987 Pty Ltd as trustee for the Obsidian 987 Trust (Obsidian 987 Trust). Mr Schmiede is a director of Turquoise 987 Pty Ltd and a beneficiary of the Obsidian 987 Trust; (c) 9,150,000 Performance Rights held by the Obsidian 987 Trust; and (d) 1,000,000 Options (exercisable at $0.0175 and expiring on 11 July 2028) held by the Obsidian 987 Trust. 4. Mr McNamara is a Singapore resident and is therefore not an Eligible Shareholder. Accordingly, Mr McNamara is unable to participate in the Offer. The Board recommends all Shareholders take up their Entitlements. The Board advises that Mr Reeves and Mr Schmiede intend to take up their full Entitlements. 2.5 Details of Substantial Holders Based on publicly available information as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below: SHAREHOLDER SHARES % NETWEALTH INVESTMENTS LIMITED <WRAP SERVICES A/C> 40,419,305 5.09% In the event all Entitlements are accepted there will be no change to the substantial holders on completion of the Offer. 2.6 Effect on Control Based on current shareholding and Entitlements of Shareholders (including substantial Shareholders) as at the date of this Prospectus, the Offer will not have any material impact on control of the Company because there are no Shares being offered under the Offer. Further there will be no immediate change to any Shareholder’s voting power as a result of the issue of the New Options. However, where New Options are exercised into Shares, the voting power of the Shareholders who exercise the New Options will increase. The 5313-06/8836285/3 3 likelihood of New Options being exercised is dependent on the price of Shares from time to time until the New Options expire. 2.7 Potential dilution on non-participating Shareholders Shareholders should note that 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 20% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). 5313-06/8836285/3 4 3. DETAILS OF THE OFFER 3.1 The Offer The Offer is being made as a pro-rata non-renounceable entitlement offer to acquire one (1) New Option for every four (4) Shares held by Shareholders registered at the Record Date. Each New Option issued under the Offer shall be unlisted and exercisable at $0.0175 on or before 11 July 2028 on the same terms as the Company’s existing Option class with ASX ticker ‘ASX:CPOAL’ and otherwise on the terms and conditions set out in Section 5.2. 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 198,347,374 New Options will be issued pursuant to the Offer at an issue price of $0.003 per New Option, raising $595,042.12. Further, if all New Options issued under the Offer are exercised, the Company will receive approximately $3,471,079. Fractional entitlements will be rounded down to the nearest whole number. All references to numbers of New Options to be issued pursuant to this Prospectus are expressed subject to rounding. As at the date of this Prospectus the Company has 257,625,024 Options and 1,729,656 Share Rights on issue that may be exercised prior to the Record Date in order to participate in the Offer. Please refer to Section 4.3 for information on the exercise prices and expiry dates of the Options on issue. All of the Shares issued upon the future exercise of the New Options offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 5.1 for further information regarding the rights and liabilities attaching to the Shares. The New Options will not be listed on ASX or any other securities exchange. The purpose of the Offer and the intended use of funds raised are set out in Section 4.1. 3.2 Lead Manager Euroz Hartleys Limited (Euroz Hartleys) has been appointed as lead manager to the Offer. Refer to Section 7.5 for a summary of the material terms of the Lead Manager Mandate. 3.3 Acceptance of the Offer - What Eligible Shareholders may do The number of New Options to which Eligible Shareholders are entitled is shown on your personalised Entitlement and Acceptance Form which can be accessed at https://portal.automic.com.au/investor/home. Eligible Shareholders may choose any of the options set out in the table below. OPTION KEY CONSIDERATIONS FOR MORE INFORMATION Take up all of your Entitlement Should you wish to accept all of your Entitlement, then your application for New Options under this Prospectus must be made by following the instructions on the personalised Entitlement and Acceptance Form which can be accessed at https://portal.automic.com.au/investor/home. Please read the instructions carefully. Section 3.3 and 3.4. Take up all of your Entitlement and also apply for Shortfall Options (a) Should you wish to accept all of your Entitlement and apply for Shortfall Options, then your application for your Entitlement and additional Shortfall Options under this Prospectus must be made by following the instructions on your personalised Sections 3.3, 3.4 and 3.6. 5313-06/8836285/3 5 OPTION KEY CONSIDERATIONS FOR MORE INFORMATION Entitlement and Acceptance Form which can be accessed at https://portal.automic.com.au/investor/h ome. Please read the instructions carefully. (b) Payment can be made by the methods set out in Section 3.4. Payment should be made for your Entitlement and the amount of the Shortfall for which you are applying. (c) If you apply for Shortfall Options beyond your Entitlement you are deemed to have accepted your Entitlement in full. You should note that the allocation of Shortfall Options is at the Company’s absolute discretion as per the allocation policy set out in Section 3.6. Accordingly, your application for additional Shortfall Options may be scaled-back. (d) The Company's decision on the number of Shortfall Options to be allocated to you will be final. Take up a proportion of your Entitlement and allow the balance to lapse If you wish to take up only part of your Entitlement and allow the balance to lapse, your application must be made by completing the personalised Entitlement and Acceptance Form which can be accessed at https://portal.automic.com.au/investor/home for the number of New Options you wish to take up. Section 3.3 and 3.4. Allow all or part of your Entitlement to lapse If you do not wish to accept any part of your Entitlement, you are not obliged to do anything. If you do not take up your Entitlement by the Closing Date, the Offer to you will lapse. N/A The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement. 3.4 Payment options (a) By BPAY® For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®: (i) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; (ii) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of New Options which is covered in full by your application monies; and (iii) if you pay more than is required to subscribe for your Entitlement, you will be taken to have applied for Shortfall Options (if any) under the Shortfall Offer, to the extent of the excess. You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY® are received by 5:00pm (WST) on the Closing 5313-06/8836285/3 6 Date. The Company shall not be responsible for any delay in the receipt of the BPAY® payment. Guidance where you have more than one CRN (Shareholding of Shares) If you have more than one shareholding of Shares and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Shareholdings only use the CRN specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same CRN for more than one of your Shareholdings. This can result in your application monies being applied to your Entitlement in respect of only one of your Shareholdings (with the result that any application in respect of your remaining Shareholdings will not be valid). (b) By Electronic Funds Transfer (overseas applicants) For payment by Electronic Funds Transfer (EFT), please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via EFT if you are the holder of an account that supports EFT transactions to an Australian bank account. Please note that should y