Prospectus

Before downloading, printing or viewing the Replacement Prospectus, please carefully read this information. By accessing the Replacement Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Replacement Prospectus. If you do not understand it, you should consult your professional adviser without delay.

RIGHTS ISSUE REPLACEMENT PROSPECTUS NOTICE AND ACCESS TERMS

WA Kaolin Limited (ACN 083 187 017) (Company) has lodged a replacement prospectus dated 9 April 2026 (Replacement Prospectus) with the Australian Securities and Investments Commission (ASIC), that replaces the original prospectus dated 30 March 2026 lodged with ASIC (Original Prospectus). The Replacement Prospectus contains:

  • a pro rata non-renounceable entitlement offer of up to approximately 3,490,892,095 Shares at an issue price of $0.01 per Share to Eligible Shareholders to raise up to approximately $34.9 million (before costs) on the basis of five (5) new Shares for every one (1) Share held as at the Record Date, together with one (1) free new Option ($0.02 exercise price, expiring 30 April 2030) (Attaching Option) for every two (2) new Shares issued (Offer);
  • an offer to Eligible Shareholders (and other investors) to apply for Shares and Attaching Options comprising Shortfall Securities not applied for and issued under the Offer at an issue price of $0.01 per Share (Shortfall Offer); and
  • an offer of 40,000,000 Lead Manager Options (on the same terms as the Attaching Options) to Leeuwin Wealth Pty Ltd (Lead Manager) (or its nominees) (Lead Manager Options Offer).

together the Offers.

The Offers are being made to Shareholders who were registered holders of Shares on 7 April 2026.

If you are accessing the electronic version of this Replacement Prospectus for the purpose of subscribing for the Offer, you must be a resident of Australia or New Zealand or otherwise in a country where it is lawful for the Offers to be made under the Replacement Prospectus.

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 Replacement Prospectus. The distribution of the Replacement Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of the Replacement Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws.

Without limiting the above, the Replacement Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States of America or to any US person (as defined in regulations under the US Securities Act of 1933, as amended (US Securities Act)), and is not available to persons in the United States of America or to US persons, except  for a limited number of shareholders of the Company who are “accredited investors” (as defined in Rule 501(a) under the US Securities Act).

Hard copies of the Replacement Prospectus are available free of charge upon request to the Company on (08) 9439 6300 or by email at admin@wakaolin.com.au.

Acknowledgement

By clicking the download button below, you acknowledge and agree that you have read and understood the above statements and:

  1. if you are a resident of Australia or New Zealand, you are requesting a copy of the Replacement Prospectus from within Australia or New Zealand; or
  2. if not a resident of Australia or New Zealand you have consulted your professional adviser as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed before accessing the Replacement Prospectus.

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