Announcement PDF 2025 ASX RELEASE Code: COD 15 September 2025 ASX:COD Release of Entitlement Offer Prospectus Coda Minerals Ltd (ASX: COD) (Coda or Company) advises that it has today lodged a Prospectus with the Australian Securities and Investments Commission (“ASIC”). The Prospectus has been prepared in relation to the fully underwritten pro-rata non-renounceable entitlement offer announced on 8 September 2025.1 The Prospectus has been released to the ASX today and is available on the Company’s website. A copy will also be sent to all Eligible Shareholders in accordance with the indicative timetable set out below. This announcement does not constitute an offer of securities. The offer of securities will only be made in, or accompanied by, the Prospectus. Eligible Shareholders should consider the Prospectus in deciding whether to acquire securities and will need to complete the application form that will be in or will accompany the Prospectus. Shareholders are advised that they need not take any action at the current time. The Record Date for determining entitlements will be 5.00pm WST on Thursday, 18 September 2025. The Prospectus and accompanying entitlement and acceptance forms are expected to be dispatched to Eligible Shareholders on Tuesday, 23 September 2025. Please see below for detailed timetable for the Entitlement Offer. 1 Please refer to ASX Announcement “Fully Underwritten Entitlement Offer” for more details. 6 Altona Street, West Perth Western Australia, 6005 E: info@codaminerals.com ABN 49 625 763 957 Indicative Timetable The indicative timetable of the Entitlement Offer is set out below. This timetable may change, subject to the requirements of ASX. Any changes will be announced by market release to ASX. Event Date Announcement of Entitlement Offer to ASX and release of Appendix 3B to ASX Monday, 8 September 2025 Lodgment of Prospectus with ASIC and release to ASX Monday, 15 September 2025 ‘Ex’ date Wednesday, 17 September 2025 Record Date to determine entitlements (at 5:00pm WST) Thursday, 18 September 2025 Prospectus (with Entitlement and Acceptance Forms) dispatched to Eligible Shareholders Tuesday, 23 September 2025 Opening Date of Entitlement Offer Last date to extend the Entitlement Offer Monday, 13 October 2025 Closing date of Entitlement Offer (at 4:00pm WST) Thursday, 16 October 2025 New securities commence trading on deferred settlement basis Friday, 17 October 2025 Announce results of Entitlement Offer to ASX Monday, 20 October 2025 Issue New Shares and New Options under the Entitlement Offer Thursday, 23 October 2025 Release Appendix 2A to ASX Enquiries Any questions regarding the Entitlement Offer should be made to Susan Park, Company Secretary on info@codaminerals.com This announcement has been authorised for release by the Board of Coda Minerals Ltd. Further Information: Chris Stevens Chief Executive Officer Coda Minerals Limited info@codaminerals.com Media: Nicholas Read Read Corporate nicholas@readcorporate.com.au 6 Altona Street, West Perth Western Australia, 6005 E: info@codaminerals.com ABN 49 625 763 957 Forward-Looking Information: This announcement contains forward looking statements. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", “forecast”, "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. The forward-looking statements in this announcement are based on current expectations, estimates, forecasts and projections about the Company and the industry in which it operates. They are subject to various inherent risks and uncertainties. Actual events or results may differ materially from the events or results expressed or implied by any forward-looking statements. The past performance of the Company is no guarantee of future performance. None of the Company or any of its directors, officers, employees, agents or contractors makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any events or results expressed or implied in any forward-looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements in this announcement reflect views held only as at the date of this announcement. 6 Altona Street, West Perth Western Australia, 6005 E: info@codaminerals.com ABN 49 625 763 957 PROSPECTUS Coda Minerals Ltd (ACN 625 763 957) Entitlement Offer For a non-renounceable, pro rata offer of 1 New Share for every 3 Shares held by Eligible Shareholders registered at the Record Date, together with 1 attaching New Option for every 4 New Shares subscribed, at an issue price of $0.10 per New Share, to raise up to approximately $8,331,831.90 before costs (Entitlement Offer). The Entitlement Offer is fully underwritten by Leeuwin Wealth Pty Ltd up to $8,331,831.90. Please refer to Sections 2.1(h) and 8.2 for additional details of the underwriting. Top-Up Facility Eligible Shareholders who take up their Entitlements in full may also apply for additional New Shares, together with attaching New Options, in the Top-Up Facility. Refer to Section 2.1(b) for more information in respect of the Top-Up Facility. Broker Offer For an offer to the Joint Lead Managers (or their respective nominees) to subscribe for up to 12,500,000 New Options at $0.00001 each, pursuant to the JLM Mandate (Broker Offer). Underwriter Offer For an offer to the Underwriter (or its nominees) 1 New Option for every 4 New Shares underwritten by the Underwriter, pursuant to the Underwriting Agreement (Underwriter Offer). Timetable The Offers open on Tuesday, 23 September 2025 and close at 4:00pm (WST) on Thursday, 16 October 2025, unless extended. IMPORTANT NOTICES This Prospectus and the accompanying Application Forms contain important information about the Offers. Each document should be read in its entirety. Please read the instructions in this document and the accompanying Application Forms regarding making an Application. You should speak to your professional advisers if you have any questions about the Offers or this Prospectus generally. The securities offered by this Prospectus should be considered speculative. Important Information Introduction Limited participation – New Zealand and Hong Kong This Prospectus issued by Coda Minerals Ltd (ACN 625 763 957) (Company) is dated 15 September 2025 and was lodged with ASIC on that date. Application will be made to ASX for quotation of the New Shares and the New Options offered under this Prospectus within 7 days of this date. Without limiting the above, participation under this Prospectus will be permitted in respect of certain Shareholders and other investors resident in New Zealand and Hong Kong who meet specific eligibility criteria. Please refer to Sections 2.1(f) and 2.8(a) for details in this regard. Neither ASIC nor ASX (or any of their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. New Securities will not be allotted or issued pursuant to this Prospectus any later than 13 months after the Prospectus Date. Important document Before deciding whether or not to apply under an Offer, a potential Applicant should read the entire Prospectus and, in particular, in considering the Company’s prospects, should consider the risk factors that could affect the Company’s performance. Potential Applicants should carefully consider these factors in light of their own personal circumstances (including financial and taxation issues) and seek advice from their professional adviser before deciding to invest. The key risks relating to participating in the Offers and making an investment in the Company are summarised in Section 5 of the Prospectus. Transaction specific prospectus This Prospectus is a ‘transaction specific prospectus’ for an offer of ‘continuously quoted securities’ (as defined in the Corporations Act). It has been prepared in accordance with the special content rules set out in section 713 of the Corporations Act. As a ‘transaction specific prospectus’, this Prospectus does not contain the same level as disclosure as an initial public offering or ‘full form’ prospectus. In preparing this Prospectus, regard has been had to the fact that the Company is a ‘disclosing entity’ for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. Jurisdictional restrictions This Prospectus does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation. The Company has not taken any action to register or qualify New Securities or the Offers, or otherwise to permit a public offering of the New Securities, in any jurisdiction outside Australia. The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia may be restricted by law. Persons outside those jurisdictions who obtain a copy of this Prospectus should seek advice on, and observe, any such restrictions. Failure to comply with any restrictions may constitute a violation of applicable securities laws. The Company disclaims all liabilities in this regard. By applying or paying for New Securities, an Applicant represents and warrants that there has not been any breach of such laws. Coda Minerals Ltd (ACN 625 763 957) US Applications Without limiting the above, this Prospectus or other documents relating to the Offers may not be sent or distributed to (wholly or partially), nor relied upon by, persons in the USA or to persons that are acting for the account or benefit of a US Person. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any Securities in the USA or to, or for the account or benefit of, any person in the USA. The New Securities offered under this Prospectus have not been registered under the US Securities Act or any other state securities laws, and may not be offered, sold, or transferred directly or indirectly, in the USA, or to or for the account of a US Person, unless registered or an exception to the registration requirements applies. Prospectus availability A copy of this Prospectus can be obtained during the Entitlement Offer Period on the Company’s website, www.codaminerals.com or by contacting the Company on (08) 6270 6331 or by email at info@codaminerals.com. Potential Applicants who access an electronic copy of this Prospectus should ensure that they download and read the entire Prospectus. Potential Applicants will only be able to accept the Offers by completing the Application Form which accompanies this Prospectus. The electronic copy of this Prospectus available from the Company’s website will not include an Application Form. Publicly available information This Prospectus should be read in conjunction with the public announcements made by the Company which are available on the ASX market announcements platform, www.asx.com.au/markets/company/cod, using the Company’s ASX code ‘COD’. These announcements do not contain all of the information that would be included in a prospectus or other disclosure document, but still contain important information about the Company. Potential Applicants are encouraged to have regard to such announcements before making a decision whether or not to participate in the Offers. These announcements (and the contents of any websites on which they may be found) do not form part of this Prospectus. The Company may release further announcements after the Prospectus Date and throughout the Entitlement Offer Period, which may be relevant to potential Applicants consideration of the Offers. Potential Applicants are encouraged to check whether any new announcements have been released by the Company after the Prospectus Date before deciding on whether or not to participate in the Offers. Prospectus i Not investment or financial product advice The information in this Prospectus and any information provided by the Company does not constitute investment or financial product advice and does not take into account the investment objectives, financial situation, taxation impact or particular needs of individual Applicants. The potential tax effects of the Offers will vary between Applicants. Potential Applicants should contact their stockbroker, accountant or other professional adviser if they have any questions regarding the Offers and investing in the Company. Disclaimer of representations The Company has not authorised any person to give any information, or to make any representation, in relation to the Offers that is not contained in this Prospectus, and any such information or representation may not be relied on. Except and to the extent required by law, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on investment made pursuant to this Prospectus. Forward-looking statements This Prospectus contains forward-looking statements which incorporate an element of uncertainty or risk, such as ‘intends’, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’ or ‘expects’. These statements have been prepared with all reasonable care and attention, based on an evaluation of current economic, financial and operating conditions, as well as assumptions regarding future events. These events are, as at the Prospectus Date, expected to take place, but there cannot be any guarantee that such events will occur as anticipated or at all given that many of the events are outside the Company’s control. They may be affected by matters such as those outlined in Section 5. This may result in the actual circumstances being materially different to those anticipated. Potential Applicants are cautioned not to place undue reliance on any forward-looking statements. The Company and its Directors 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 as and when stated. Except to the extent required by law (including the ASX Listing Rules), the Company does not give any undertaking to update or revise any forward-looking statements after the Prospectus Date to reflect any changes in expectations in relation to forward-looking statements or any change in events, conditions or circumstances on which any such statement is based. administrative functions. Corporate and taxation laws require the Company to collect some personal information. Applicants who do not provide the information requested may not have their Application processed efficiently, or at all. Websites Information on any website that is referred to in this Prospectus is not incorporated into, and does not form part of, this Prospectus. Governing law This Prospectus and the accompanying Application Form are governed by the laws applicable in the State of Western Australia. Applicants submit to the non-exclusive jurisdiction of the courts of the State of Western Australia and the Commonwealth of Australia. Meaning of terms Capitalised terms and certain other terms used and not otherwise defined in this Prospectus have the meaning given to them in the Glossary in Section 10. References to “our”, “us” and “we” are references to the Company. References to “I”, “you” and “your” are references to an Applicant. Currency References to “$” or “dollar” are references to Australian currency, unless otherwise stated. Time References to time relate to the time in Perth, Western Australia, unless otherwise stated. Interpretation In this Prospectus, the following rules of interpretation apply unless the context requires otherwise: (a) the singular includes the plural and the plural includes the singular; (b) other parts of speech and grammatical forms of a word or phrase defined in this Prospectus have a corresponding meaning; (c) a reference to a section or a paragraph is a reference to a section or a paragraph of this Prospectus; and (d) words and phrases not specifically defined in this Prospectus have the meaning given to them in the Corporations Act, and a reference to a statutory provision is to the Corporations Act. Potential Applicants should note that past performance (including past share price performance) cannot be relied on as an indicator of, and does not provide any guidance as to, future performance, including future share price performance. Privacy Potential Applicants who apply for New Securities will provide ‘personal information’ (within the meaning given to that term in the Privacy Act) to the Company and the Share Registry. By applying for New Securities under the Offers, an Applicant will be taken to have consented to the Company and the Share Registry collecting, holding and using the Applicant’s personal information in order to assess their Application, process the Applications, service their needs as a Shareholder, provide facilities and services that the Applicant request, and carry out appropriate Coda Minerals Ltd (ACN 625 763 957) Prospectus ii Corporate Directory Directors Joint Lead Managers Keith Jones Non-Executive Chair Christopher Stevens Chief Executive Officer and Executive Director Paul Hallam Non-Executive Director Andrew (Robin) Marshall Non-Executive Director Executives Cumulus Wealth Pty Ltd Level 7, 330 Collins Street Melbourne VIC 3000 AFSL 524450 Leeuwin Wealth Pty Ltd Suite 1, 1292 Hay Street West Perth WA 6005 AFSL 561674 Underwriter Susan Park Company Secretary Chris Burton Chief Financial Officer Leeuwin Wealth Pty Ltd Suite 1, 1292 Hay Street West Perth WA 6005 AFSL 561674 Head Office Legal Advisers 6 Altona Street West Perth, Western Australia 6005 Telephone: +61 8 6270 6331 Blackwall Legal LLP Level 26, 140 St Georges Terrace Perth WA 6000 Email: info@codaminerals.com Auditor* Website: www.codaminerals.com ASX Code: COD RSM Partners Australia Level 32, 2 The Esplanade Perth WA 6000 Share Registry* Automic Registry Services Level 5, 126 Phillip Street Sydney NSW 2000 Telephone: *Included for information purposes only. These entities have not been involved in the preparation of this Prospectus. 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia) Email: Coda Minerals Ltd (ACN 625 763 957) hello@automicgroup.com.au Prospectus iii Contents Page 1. Investment Overview .................................................................................................................................... 3 2. Details of the Offers ...................................................................................................................................... 9 3. Applications for New Securities .................................................................................................................. 16 4. Effect of the Offers ...................................................................................................................................... 22 5. Risk Factors ................................................................................................................................................. 26 6. Terms of Securities ...................................................................................................................................... 34 7. Continuous Disclosure Documents ............................................................................................................. 39 8. Additional Information ............................................................................................................................... 42 9. Directors’ Statement ................................................................................................................................... 54 10. Glossary of Terms........................................................................................................................................ 55 Coda Minerals Ltd (ACN 625 763 957) Prospectus iv Key Information Indicative Timetable Event Date Announcement of Entitlement Offer to ASX and release of Appendix 3B to ASX 8 September 2025 Lodgement of Prospectus with ASIC and release to ASX 15 September 2025 ‘Ex’ date 17 September 2025 Record Date to determine entitlements (at 5:00pm WST) 18 September 2025 Prospectus (with Entitlement & Acceptance Forms) despatched to Eligible Shareholders 23 September 2025 Opening Date for Offers Last date to extend the Entitlement Offer 13 October 2025 Closing Date for Offers (at 4:00pm WST) 16 October 2025 New Securities commence trading on deferred settlement basis 17 October 2025 Announce results of Offers to ASX 20 October 2025 Issue New Securities under the Offers and release of Appendix 2A to ASX 23 October 2025 Normal trading in New Securities expected to commence on ASX 24 October 2025 Notes: 1. The above events, dates and times are indicative only and may be subject to change. The Company reserves the right to amend any of these events, dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, the Company reserves the right to extend the Closing Date and to accept late Applications. The Directors will give at least 3 Business Days’ prior notice of any extension to the Closing Date. 2. The commencement of trading of New Securities on ASX is subject to confirmation by ASX. General Enquiries For general enquiries, please contact the Company on (08) 6270 6331 or at info@codaminerals.com any time between 9:00am and 5:00pm (WST) Monday to Friday until the Closing Date. Alternatively, please consult your stockbroker or other professional adviser. For further information about how to participate in the Offer, please contact the Share Registry, Automic: • by email at corporate.actions@automicgroup.com.au; or • by phone on 1300 288 664 (within Australia), or +61 2 9698 5414 (international) between 8:30 am and 7:00pm (EST) Monday to Friday. Coda Minerals Ltd (ACN 625 763 957) Prospectus 1 Chair’s Letter Dear Shareholder, On behalf of the Board, I present Coda Minerals’ non-renounceable, pro-rata Entitlement Offer. Eligible Shareholders are being offered one (1) New Share for every three (3) Shares held on the Record Date, at an issue price of $0.10 per New Share. For every four (4) New Shares subscribed, participants will also receive one (1) attaching New Option, exercisable at $0.15 and expiring on 28 March 2029. The Entitlement Offer is expected to raise approximately $8.33 million (before costs) and is fully underwritten. Elizabeth Creek is a large-scale copper project in a Tier 1 jurisdiction with more than one million tonnes of copper equivalent resources. 1 Recent work on processing has delivered a simpler flowsheet and improved recoveries of copper and silver. This has reduced estimated costs and strengthened the Project’s economics. On a copper-silver only base case, Elizabeth Creek shows higher forecast production, lower capital and operating requirements, and a material increase in Net Present Value and Internal Rate of Return. At spot prices for copper and silver, the estimated pre-tax NPV7 increases to over $1.8 billion2, before any contribution from cobalt. Cobalt remains an important part of the resource and represents potential upside for the Project. It is no longer required for the base case economics, which provides a stronger and more resilient development scenario. Funds raised through this Entitlement Offer will be applied directly to a Pre-Feasibility Study (PFS). The PFS is a key step in the commercialisation process. It will test the robustness of the Project’s assumptions and is essential for progressing commercialisation opportunities to unlock value. The scope and budget for this work are in place, and we are ready to commence following completion of the Entitlement Offer. This raising has been structured to give priority to Existing Shareholders. I encourage you to read the Prospectus carefully and to consider your participation. I would like to thank Joint Lead Managers Cumulus Wealth and Leeuwin Wealth for their management of this Underwritten Entitlement Offer. On behalf of the Board, I thank you for your valued and ongoing support as we take this next step at Elizabeth Creek. Keith Jones Chair Coda Minerals Ltd 1 The information is extracted from the Company’s announcement to ASX of 28 August 2025 entitled ‘New Flowsheet Delivers Significant Cu-Ag Economic Uplift’ and is available to view at https://codaminerals.com/announcements/7126651. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, that all material assumptions and technical parameters underpinning the estimates derived the original market announcement continue to apply and have not materially changed. 2 As above. Coda Minerals Ltd (ACN 625 763 957) Prospectus 2 1. Investment Overview This information is a selective overview only. Prospective investors should read the Prospectus in full before deciding to invest in New Securities. Question Response Further Information Entitlement Offer and Top-Up Facility What is the Entitlement Offer? The Entitlement Offer is a non-renounceable, pro rata offer to Eligible Shareholders to subscribe for 1 New Share for every 3 Shares held at the Record Date, together with 1 attaching New Option for every 4 New Shares subscribed, at an issue price of $0.10 per New Share, to raise approximately $8,331,831.90 before costs. Section 2.1 83,318,319 New Shares and 20,829,580 New Options will be issued under the Entitlement Offer. What is the Top-Up Facility? Eligible Shareholders may apply under the Top-Up Facility for New Securities not taken up under the Entitlement Offer (i.e. the Shortfall) at the same issue price and with the same entitlement to attaching New Options as under the Entitlement Offer. Section 2.1(b) What is the purpose of the Entitlement Offer? The purpose of the Entitlement Offer (and the Top-Up Facility) is to raise $8,331,831.90 before costs. The funds raised are intended to be applied towards: Section 2.1(d) • the ongoing pre-feasibility study on the Company’s Elizabeth Creek Copper-Cobalt Project (including drilling, engineering studies and metallurgical test work); • the costs of the Offers; and the general working capital requirements of the Company. Who is eligible to participate? Entitlement Offer Shareholders with a registered address in Australia and New Zealand who are registered as the holder of Shares at 5:00pm (WST) on the Record Date of 18 September 2025 are eligible to participate in the Entitlement Offer. Sections 2.1(b), 2.1(e) and 2.1(f) Top-Up Facility Eligible Shareholders who take up their full Entitlements may apply for additional New Securities under the Top-Up Facility. Can Eligible Shareholders trade their Entitlements? Coda Minerals Ltd (ACN 625 763 957) No. The Entitlement Offer is non-renounceable. Accordingly, Eligible Shareholders may not trade their Entitlements. Section 2.1(c) Prospectus 3 Question Response Further Information Is the Entitlement Offer underwritten? Yes, the Entitlement Offer is fully underwritten by Leeuwin Wealth Pty Ltd for up to $8,331,831.90, representing up to 83,318,319 New Shares with corresponding attaching New Options. Sections 2.1(h), 4.5 and 8.2 The Underwriter has engaged the Priority Sub-Underwriter (an Existing Shareholder) as a priority sub-underwriter for approximately $1,000,000 (10,000,000 New Shares). This sub-underwriting will take precedence over all general subunderwriting commitments. Cumulus Wealth and Lujeta Pty Ltd (both Existing Shareholders with substantial holdings) have been engaged by the Underwriter as sub-underwriters. Will the rights issue exception to the takeover restrictions apply? No, the ‘rights issue’ exception to the takeovers restrictions in item 10 of section 611 of the Corporations Act does not apply to the Entitlement Offer. Section 2.1(k) How will the Shortfall be allocated? Any Shortfall will be allocated at the discretion of the Underwriter in consultation with the Directors, having regard to the best interests of the Company and to maximise the funds raised from the Offers, but not in a manner likely to exacerbate a potential unacceptable control effect on the Company. Section 2.1(l) Eligible Shareholders who have a small holding (Shares valued at less than $500) will be given priority so they may “top up” their shareholding to more than a small holding. Applications will be scaled back to the extent required to prevent any person (whether the Applicant or not) contravening the takeovers restrictions in section 606 of the Corporations Act (i.e. acquiring a controlling interest in 20% or more of the Shares on issue). Related Parties will not be allocated any Shortfall. Has a lead manager been appointed? Yes, the Company has engaged Cumulus Wealth Pty Ltd and Leeuwin Wealth Pty Ltd as joint lead managers for the Entitlement Offer. Section 2.1(g) Are the Directors participating? At the Prospectus Date, all Directors propose to participate in the Entitlement Offer and Top-Up Facility by subscribing for a total of approximately 2,350,000 New Shares for $235,000. Sections 2.1(h) and 8.4(c) The Broker Offer is an offer to the Joint Lead Managers (or their respective nominees) to subscribe for up to 12,500,000 New Options at $0.00001 each, in equal portions between them, pursuant to the terms of the JLM Mandate. Section 2.2 Broker