Vulcan Energy Resources Limited resolves to increase its share capital against cash contributions to raise EUR 100m (A$164m) million in gross proceeds.

Ad-hoc Notice: Disclosure of an inside information acc. to Article 17(1) MAR

Share capital increase

10 December 2024

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Vulcan Energy Resources Limited resolves to increase its share capital against cash contributions to raise EUR 100m (A$164m) million in gross proceeds.

Today, the board of directors of Vulcan Energy Resources Limited, Perth, Australia (ISIN AU0000066086) (the "Company") resolved to increase the share capital of the Company against contributions in cash by issuing approximately 28m new fully paid ordinary shares with full dividend rights (the "New Shares"). The New Shares will be offered via a fully underwritten institutional placement in the amount of EUR 74m (A$121m), and a concurrent placement to strategic investors in the amount of EUR 26m (A$43m) (together, the "Placement"), at a placement price of EUR 3.57 (A$5.85) per New Share to result in gross proceeds to the Company in an amount of approx. EUR 100m (A$164m). The Placement will be launched immediately following this announcement. The Placement will include participation from strategic corporate investors, including a multi-national energy and chemicals company focused on decarbonisation.

In addition to the Placement, the Company intends to undertake a non-underwritten Share Purchase Plan (SPP) offered to eligible existing shareholders targeting to raise up to EUR12.2m (A$20m).

The Company intends to use the net proceeds from the Placement to fund the commencement of start of execution of the Phase One of its lithium and renewable energy project, including critical path workstreams, capital expenditure and operating expenditure.

The New Shares will be applied to be admitted to trading on the regulated market of the Frankfurt Stock Exchange ("FSE") (Prime Standard) following the approval of a securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin"). The New Shares are expected to be simultaneously admitted to trading on the securities exchange operated by Australian Stock Exchange ("ASX"). Commencement of trading of the New Shares is expected to occur on or about 19 December 2024

Vulcan Energy Resources Limited

Board of Directors

Disclaimers

This publication may not be published, distributed or transmitted in the United States, Canada, Japan or South Africa. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of Vulcan Energy Resources Limited (the "Company") in the United States, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan or South Africa, subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy securities.

In member states of the European Economic Area and the United Kingdom this publication is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, in the case of the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. In addition, in the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Certain statements contained in this publication may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by the Company that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward- looking statements. Neither the Company nor any other person assumes any obligation to update, and do not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this publication, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Vulcan Energy Resources Limited
Unit 1, 11/1 Spring Street
6000 Perth
Australia

- End of ad-hoc-announcement -