Announcement PDF OD6 Metals Limited ACN 654 839 602 Options Prospectus For the offer by the Company of 1,000 New Options at an issue price of $0.10 per New Option (Offer). This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act, to remove any trading restrictions on the sale of Options in the same class that are on issue or may be issued by the Company prior to the Closing Date. Important: This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act. This is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser. Contents Important Information 1 Key Numbers and Dates 3 1 Offer Details 4 2 Effect of the Offer 10 3 Risk Factors 12 4 Additional Information 26 5 Authorisation 39 Definitions 40 Corporate Directory 42 1 Important Information General This Prospectus is issued by OD6 Metals Limited (ACN 654 839 602) (Company). The Prospectus is dated 24 April 2026, and a copy of this Prospectus was lodged with ASIC on that date. Neither ASIC or ASX take responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Options will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus. 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. 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. Persons wishing to apply for Options pursuant the Offer must do so using the relevant Application Form attached to or accompanying this Prospectus. Before applying for Options, investors should carefully read this Prospectus. Any investment in the Company should be considered highly speculative. Investors who are in any doubt or have any questions about this document should promptly consult their stockbroker, accountant or other professional adviser before deciding to apply for securities under the Offer. No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus. Any such information or representations may not be relied upon as having been authorised by the Company. Prospectus availability A copy of this Prospectus can be downloaded from the Company’s website at https://www.od6metals.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 resident and must only access this Prospectus from within Australia. 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. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company at +61 8 6189 8515 or the Company Secretary on info@od6metals.com.au. Publicly available information Information about the Company is publicly available and can be obtained from ASIC and ASX (including at www.asx.com.au). The contents of any website, or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offer. 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. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision on whether or not to invest in the Company or its securities. Not financial product advice The information in this Prospectus is not financial product advice and has been prepared without taking into account your financial and investment objectives, financial situation or particular needs (including financial or taxation issues). No cooling-off rights Cooling-off rights do not apply to an investment in securities offered under this Prospectus. This means that, except where permitted by the Corporations Act, you cannot withdraw your Application once it has been accepted. Foreign restrictions This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or to extend such an invitation. No action has been taken to register this Prospectus or otherwise to permit the 2 offering of Options in any jurisdiction outside Australia. 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 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 (https://www.od6metals.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. Risk factors Before deciding to invest in the Company, investors should read the entire Prospectus and in particular, in considering the prospects of the Company, investors should consider the risk factors that could affect the financial performance and assets of the Company. Investors should carefully consider these factors in light of their personal circumstances (including financial and tax issues). See section 3 for further information. Forward-looking statements Some of the statements appearing in this Prospectus are in the nature of forward looking statements, including statements of intention, opinion and belief and predictions as to possible future events. Such statements are not statements of fact and are subject to inherent risks and uncertainties (both known and unknown) which may or may not be within the control of the Company. You can identify such statements by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and are predictions or indicative of future events. Although the Directors believe these forward-looking statements (including the assumptions on which they are based) are reasonable as at the Prospectus Date, no assurance can be given that such expectations or assumptions will prove to be correct. Actual outcomes, events and results may differ, including due to risks set out in section 3 of this Prospectus. The Company and its Directors, officers, employees and advisors cannot and do 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 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. Financial amounts All references in this Prospectus to “$”, “A$”, “AUD”, “dollars” or “cents” are references to Australian currency unless otherwise disclosed. Any discrepancies between the totals and sums of components in tables contained in this Prospectus are due to rounding. Definitions and time A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in the Definitions section of this Prospectus. All references to time relate to the time in Perth, Western Australia unless otherwise stated or implied. Governing law This Prospectus and the contracts that arise from the acceptance of applications under this Prospectus are governed by the law applicable in Western Australia and each applicant submits to the exclusive jurisdiction of the courts of Western Australia. 3 Key Numbers and Dates Key Number Amount Offer1 New Options offered under the Offer 1,000 Issue price of New Options offered under the Offer $0.10 Notes: 1 See section 1.1 for further details of the Offer. Key Event Date Prospectus lodged with ASIC and ASX Company lodges Appendix 3B in respect of New Options Friday, 24 April 2026 Opening Date (8:00am (AWST)) Monday, 27 April 2026 Closing Date (5:00pm (AWST)) Tuesday, 28 April 2026 Company lodges an Appendix 2A with ASX for OD6AP Options and New Options (if New Options issued) Issue of New Options under this Prospectus (if any) Wednesday, 29 April 2026 Notes: 1 The above timetable is indicative only. The Company reserves the right, subject to the Corporations Act, the Listing Rules and other applicable laws, to vary the dates, including by extending the Closing Date of the Offer or accepting late acceptances, either generally or in particular cases, without notice. 4 1 Offer Details 1.1 Overview of the Offer 1.1.1 Background The Company currently has 34,048,146 options on issue with an exercise price of $0.10 and an expiry date of 30 April 2028 (OD6AP Options), which were issued as follows: • 24,048,146 OD6AP Options issued on 30 October 2025 in connection with a placement announced by the Company on 19 August 2025; and • 10,000,000 OD6AP Options issued on 23 April 2026 in part consideration for facilitation services provided by Sapphire Beginnings Capital Pty Ltd in connection with the Company’s entry into an option agreement to acquire a 100% legal and beneficial interest in 48 unpatented lode mining claims covering 400 hectares in Nye County, Nevada, United States which are prospective for Fluorspar and comprise the Quinn Fluorspar Project, as announced on 4 March 2026 (Option Agreement). The OD6AP Options were issued prior to the Prospectus Date as unquoted Options and the Company is now seeking quotation of the OD6AP Options on ASX (subject to compliance with the requirements of ASX and the Listing Rules for the quotation of a new class of securities). The OD6AP Options are in the same class as the New Options and subject to the same terms and conditions set out in section 4.8. 1.1.2 Offer The Company is offering 1,000 options with an exercise price of $0.10 and an expiry date of 30 April 2028 (New Options) at an issue price of $0.10 per New Option to raise up to $100 (before costs) (Offer). The New Options are otherwise subject to the terms and conditions set out in section 4.8. Shares issued on the exercise of New Options issued under the Offer will rank equally in all respects with other Shares on issue at the date of this Prospectus. A summary of the rights and liabilities attaching to Shares is set out in section 4.7. Only investors who are invited by the Company are eligible to participate in the Offer and be issued New Options. An Application Form for the Offer will only be provided to these persons, together with a copy of the Prospectus. 1.1.3 Purpose Generally, section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to on-sell those securities within 12 months of the date of their issue. Relevantly, section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if: • the relevant securities are in a class of securities that are quoted securities of the body; • either: 5 - a prospectus is lodged with ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or - a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and • the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities. The primary purpose of this Prospectus is to comply with section 708A(11) of the Corporations Act to remove any on-sale restrictions on OD6AP Options (being in the same class as the New Options) that are on issue prior to the Closing Date, so that the Company can obtain Official Quotation of those Options on ASX (subject to compliance with the requirements of ASX and the Listing Rules for the quotation of a new class of securities) and facilitate secondary trading of those Options. In addition, the Offer is being made such that the relief provided under ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2026/94 with respect to the on-sale provisions of section 707 of the Corporations Act is available in respect of any Shares issued on exercise of OD6AP Options or New Options. Subject to the OD6AP Options being granted Official Quotation on the ASX, holders of the New Options (and those OD6AP Options issued prior to the date of this Prospectus) will be able to trade those Options on the ASX and will be able to exercise those Options into Shares and trade those Shares without the need for additional disclosure and without any trading restrictions. 1.1.4 Use of funds The Company will raise approximately $100 (before costs) from the issue of the New Options under the Offer. The funds raised under the Offer are intended to be applied towards the Company’s working capital. The above is a statement of the Board's current intention at the Prospectus Date. However, investors should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including operational and development activities, regulatory developments, market and general economic conditions and environmental factors. The Company reserves the right to alter the way the funds are applied. 1.1.5 Offer period The Offer will open on the Opening Date and close on the Closing Date. 1.1.6 Minimum subscription The Offer has no minimum subscription. 1.1.7 Oversubscriptions No oversubscriptions will be accepted by the Company. 1.1.8 Underwriting The Offer is not underwritten. 6 1.1.9 Withdrawal of Offer The Company reserves the right not to proceed with the Offer at any time before the issue of New Options. 1.1.10 Issue date Any issue of New Options under the Offer is anticipated to occur in accordance with the timetable set out in this Prospectus. Following this, holding statements will be sent to investors as required by ASX. 1.1.11 Quotation and Conditional Offer The issue of the New Options under the Offer is subject to ASX agreeing to grant Official Quotation of the OD6AP Options on ASX by the time required under the Corporations Act (subject to compliance with the requirements of ASX and the Listing Rules for the quotation of a new class of securities). As required by Listing Rule 2.5 condition 6, the OD6AP Options (together with any New Options issued under this Prospectus), will only be admitted to Official Quotation by ASX if the conditions for quotation of a new class of securities are satisfied, which include (amongst other things): • there being a minimum of 100,000 Options on issue in the quoted class; and • there being at least 50 holders with a marketable parcel (as defined in the Listing Rules). Application for Official Quotation of the New Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If ASX does not grant Official Quotation of the New Options offered pursuant to this Prospectus before the expiration of three months after the date of issue of the Prospectus (or such period as varied by ASIC), the Company will not issue any of the New Options offered under this Prospectus and all application monies will be returned. The fact that ASX may grant Official Quotation to the New Options is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription. 1.1.12 Foreign investor restrictions This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or to extend such an invitation. No action has been taken to register this Prospectus or otherwise to permit the offering of New Options in any jurisdiction outside Australia. It is the responsibility of non-Australian resident investors to obtain all necessary approvals and comply with all relevant laws and regulations for the issue to them of New Options offered under this Prospectus. The return of an Application Form will constitute a representation and warranty that there has been no breach of such laws and regulations. 1.2 Applications 1.2.1 Application monies Application monies received by applicants under the Offer will be held in a trust account on behalf of the Company until the New Options are issued. Any interest earned on application monies will be for the benefit of, and will remain the sole property of, the Company, and will be retained by the 7 Company whether or not the allotment and issue of the New Options takes place. Applications and application monies may not be withdrawn once they have been received by the Company. 1.2.2 Application Forms An application under the Offer may only be made by investors identified by the Directors using the relevant Application Form attached or made available to them with a copy of this Prospectus. The Application Form must be completed in accordance with the instructions set out on the form. To the maximum extent permitted by law, the Directors will have discretion over which Applications to accept. Completed Application Forms must be received by the Company prior to the Closing Date. Application Forms should be delivered in accordance with the instructions contained in the Application Form. If the number of New Options subscribed for under the Offer is more than the number of New Options to which the Applicant is entitled under the Offer, the Company reserves the right to return the Application Form and not issue any New Options to the Applicant or to accept it in respect of a lesser number of New Options. If you are in doubt as to the course of action, you should consult your professional advisor. Acceptance of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of New Options accepted by the Company. The Application Form does not need to be signed to be a binding acceptance of New Options under the Offer. If the Application Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Application Form, is final. 1.3 Investor representations Sending an Application Form to the Company or otherwise applying for New Options under the Offer (including via an intermediary) will be taken by the Company to constitute a representation by the investor that it (as applicable): • has received a printed or electronic copy of this Prospectus accompanying the Application Form and has read it in full; • agrees to be bound by the terms of this Prospectus and the Company’s constitution; • has obtained all necessary approvals and complied with all relevant laws and regulations for the purposes of section 1.1.12 (to the extent that they are applicable) and confirms its eligibility in respect of the offer of New Options under the Offer; • declares that all details and statements in the Application Form are complete and accurate; • declares that it is over 18 years of age and has full legal capacity and power to perform all of its rights and obligations under the Application Form; • acknowledges that its application may not be withdrawn once received by the Company; • agrees to being issued the number of New Options that it applies for (or such other number issued in accordance with this Prospectus); • authorises the Company to register it as the holder of the New Options issued to it under the Offer; 8 • acknowledges that the information contained in this Prospectus is not investment advice or a recommendation that the New Options are suitable for it, given its investment objectives, financial situation or particular needs; and • authorises the Company and its officers or agents to do anything on its behalf necessary for the New Options to be issued to it, including correcting any errors in the Application Form or other form sent by it and acting on instructions received by the Share Registry using the contact details in the Application Form. 1.4 CHESS The Company participates in the Clearing House Electronic Sub-register System, known as CHESS. ASX Settlement Pty Limited, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules. Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Options. If you elect to hold your Securities on the CHESS sub-register, ASX Settlement Pty Limited will send you a CHESS statement. If you elect to hold your Securities on the Issuer Sponsored sub-register, your statement will be despatched by the Share Registry. The statements will set out the number of existing Securities held (where applicable) and the number of New Options allotted under this Prospectus and provide details of a Security holder’s holder identification number (for Shareholders who elect to hold Securities on the CHESS subregister) or Security holder reference number (for Shareholders who elect to hold their Securities on the Issuer Sponsored sub-register). A CHESS statement or Issuer Sponsored statement will routinely be sent to Security holders at the end of any calendar month during which the balance of their Securities holding changes. Security holders may request a statement at any other time; however, a charge may be made for additional statements. 1.5 Privacy Persons who apply for New Options under this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications for New Options, to provide facilities and services to security holders, and to carry out various administrative functions. Access to the information collected may be provided to the Company’s agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for New Options will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry. 1.6 Tax It is the responsibility of all investors to satisfy themselves of the particular tax treatment that applies to them in relation to the Offer by consulting their own professional tax advisers. Neither the Company or its Directors accept any liability or responsibility in respect of any tax consequences to an investor relating to this Prospectus. 9 1.7 Enquiries Enquiries relating to this Prospectus can be directed to the Company at info@od6metals.com.au or by contacting the Company Secretary by telephone on +61 8 6189 8515. 10 2 Effect of the Offer 2.1 Capital structure 2.1.1 Overview The capital structure of the Company at the Prospectus Date, and its anticipated capital structure upon completion of the Offer, is set out below. Security Existing Completion Shares 289,369,820 289,369,820 Total Shares 289,369,820 289,369,820 Unquoted Options 74,279,3171 40,231,171 Quoted Options4, 5 34,049,1462 Performance rights3 1,300,000 1,300,000 Total other securities 75,579,317 75,580,317 Fully diluted share capital 364,949,137 364,950,137 Notes: 1 Comprising: a. 900,000 Options with an exercise price of $0.30 each and expiry date of 9 October 2026. b. 2,650,000 Options with an exercise price of $0.27 each and expiry date of 8 December 2026 c. 4,500,000 Options with an exercise price of $0.10 each and expiry date of 2 December 2027; d. 5,000,000 Options with an exercise price of $0.114 each and expiry date of 9 May 2027; e. 34,048,146 Options with an exercise price of $0.10 each and expiry date of 30 April 2028; f. 9,500,000 Options with an exercise price of $0.10 each and expiry date of 30 April 2028 held by Directors and consultants of the Company; g. 6,181,171 Options with an exercise price of $0.065 each and expiry date of 7 May 2028; and h. 11,500,000 Options with an exercise price of $0.10 each and expiry date of 31 October 2028. 2 Comprising: a. 34,048,146 Options with an exercise price of $0.10 each and expiry date of 30 April 2028 (OD6AP Options); and b. 1,000 New Options. 3 Comprising 1,300,000 Class C MD Performance Rights. 4 The issue of the New Options is conditional upon (amongst other things) ASX agreeing to grant Official Quotation of the OD6AP Options on ASX by the time required under the Corporations Act (subject to compliance with the requirements of ASX and the Listing Rules for the quotation of a new class of securities). If this condition is not satisfied, then the Offer will not proceed. See section 1.1.11 for further details. 5 The New Options offered pursuant to this Prospectus are in the same class as the OD6AP Options. Subject to satisfying the relevant ASX conditions for Official Quotation of a new class of Securities, application will be made for these Quoted Options to be quoted on ASX, creating a new class of Quoted Options. 11 2.2 Control The Offer is not anticipated to have a material impact on control (as defined in section 50AA of the Corporations Act) of the Company. In particular, no person is expected to have a voting power greater than 20% as a result of the Offer as the New Options do not have voting rights. 2.3 Cash reserves After paying expenses of the offer of $14,706, there will be no net proceeds from the Offer. The expenses of the Offer exceeding the amount raised from the Offer will be met from the Company’s existing cash reserves. 2.4 Financial effect of the Offer The Offer will not have a material impact on the financial position of the Company. The minor reduction in cash reserves described in section 2.3 will have a correspondingly minor impact on the asset and equity balances of the Company’s statement of financial position. As the issue of the 1,000 New Options under this Prospectus will not have a material impact on the Company’s financial position, a pro-forma statement of financial position of the Company showing the financial effect of the Offer has not been included in this Prospectus. 12 3 Risk Factors 3.1 Overview An investment in Securities offered under this Prospectus should be regarded as speculative. Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company’s future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control. The Company considers that the matters summarised in this section 3, which are not exhaustive, represent some of the major risk factors which Shareholders need to be aware of in evaluating the Company’s business and risks of increasing your investment in the Company. Investors should carefully consider the following factors in addition to the other information presented in this Prospectus. 3.2 Specific risks 3.2.1 Limited operational history The Company is an early stage exploration entity and has limited operational history on which to evaluate its business and prospects. The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will achieve commercial viability through the successful exploration on, or mining development of, the projects or any other mining assets it has an interest in. Until the Company is able to realise value from the projects or such mining assets, it is likely to incur operational losses. 3.2.2 Future capital requirements The Company is an exploration company and currently has no operating revenue and is unlikely to generate any operational revenue unless the Company’s tenements and mining claims are successfully developed and exploited. The future capital requirements of the Company will depend on many factors including its business development activities. Should the Company consider that its exploration results justify commencement of production on any of its projects, additional funding will be required to implement the Company’s development plans, the quantum of which remain unknown at the date of this Prospectus. The Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Any additional equity financing may be dilutive to Shareholders and may be undertaken at lower prices than the market price. Any debt financing, if available, may involve restrictions on financing and operating activities. There can be no assurance that additional fina