Sale of US Subsidiary, Milestone Progress and Potential Share Distribution Timing

Overview:

  • Seduli Holdings (Australia) Ltd (“Seduli”) sold 100% of its US Subsidiary Seduli Holdings (USA) LLC to Haranga Resources Limited (“HAR”) in July 2025 (“Transaction”).
  • The total consideration payable to Seduli was spread across upfront share payments (40,000,000 HAR shares) and milestone share payments (120,000,000 HAR shares), with associated escrow periods applicable on total consideration.
  • At the 1st May 2026, 70,000,000 HAR shares will be released from escrow and will continue to be held by Seduli until completion of the warranty period. The warranty period for the Transaction expires on 1 August 2026.
  • Following expiry of the warranty period, Seduli is planning to undertake an in-specie distribution of un-escrowed shares to its shareholders.

Milestone Share Payment Progress:

  • Milestone A, B and D have been achieved, with the remaining milestone C anticipated to be achieved upon HAR achieving a JORC compliant MRE of at least 300,000 ounces at no less than 5 g/t Au (2 g/t Au cut-off) (“Milestone C”).

Planned Distributions Timing To Shareholders:

  • Seduli is planning to make an initial distribution of un-escrowed HAR shares (~70,000,000), shortly after expiry of the warranty period on the 1st August 2026. Seduli is also in pre-liminary discussions with HAR and its advisors, around the possibility of arranging a group to facilitate an off-market purchase of any of these shares, to allow for an orderly market sell down and provide liquidity to Seduli shareholders that may wish to sell.
  • Thereafter, a final distribution of HAR shares, which is expected to include HAR shares currently in escrow and/or subject to achievement of Milestone C, are envisaged to be distributed shortly after the 1st September 2026 (~80,000,000).

The planned distribution is expected to follow the achievement of meaningful project outcomes and during a period of on-going news flow. Major Seduli shareholders continue to remain optimistic of the potential underlying value of the project and supportive of seeing HAR continue to grow.