Announcement PDF Page 1 of 43 EMU NL ACN 127 291 927 ASX Codes EMU and EMUCA Prospectus Pro-Rata Non-Renounceable Rights Issue and Shortfall Offer Prospectus for the: (i) offer (Offer) of a pro rata non-renounceable entitlement issue of approximately 146,610,377 fully paid, ordinary shares in the capital of Company to Eligible Shareholders on the basis of one (1) new FPO Share for every two Shares held as at 5.00pm (WST) on Monday 30 March 2026 (the Record Date) (FPO Shares), together with one (1) free attaching option for every one (1) FPO Share applied for, with these options being exercisable at $0.03 each on or before 31 January 2027 (New), to raise approximately $3,665,259 (before costs and assuming no other Shares are issued before the Record Date); (ii) offer to Eligible Shareholders (and other investors) to apply for additional Shares comprising Shortfall Shares arising as a consequence of any FPO Shares not being applied for and issued as of Entitlement (Shortfall Offer); and (iii) an offer of 30,000,000 Lead Broker Options (on the same terms as the New Options) to the Lead Broker (or its nominees) (Lead Broker Options Offer). Shortfall Shares will be allocated by the Directors in priority to Eligible Shareholders, subject to overriding Board discretion (including as to scale backs) and an Eligible Shareholder’s Voting Power not increasing above 10% as a result. The Offer is not underwritten, but Martin Place Securities Pty Ltd have been appointed as lead broker (Lead Broker) on a best endeavours basis. Lazarus Advisory has been appointed as Advisor to the Offer. The Offer opens on 2 April 2026 and closes at 5.00pm (WST) on 16 April 2026 (unless it is lawfully extended or withdrawn). Only payments by BPAY® or EFT, supported by an email address at which the Applicant may be contacted, will be accepted by the Company. IMPORTANT NOTICE This Prospectus is important and you should read it in its entirety before deciding to participate in the Offer. In particular, you should consider the risk factors set out in section 7 of this Prospectus in light of your personal circumstances (including financial and taxation issues) and seek advice from your accountant, financial advisor, stockbroker, lawyer, tax advisor or other independent and qualified advisor if you have any questions. The Securities offered by this Prospectus should be considered speculative. Page 2 of 43 IMPORTANT INFORMATION General This Prospectus is dated 25 March 2026 and was lodged with ASIC on that date with the consent of all Directors. None of ASIC, ASX or their respective officers or employees takes any responsibility for the contents of this Prospectus. No Securities willbe issued on the basisof this Prospectusany later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). Transaction Specific Prospectus In preparing this Prospectus, regard has been had to the fact 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 advisors. This Prospectus is a transaction specific prospectus 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 and it is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Eligibility The Offer is only being made to Shareholders with a registered address in Australia or New Zealand as at the Record Date (Eligible Shareholders). New Zealand The Offer is not being made to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the Offer of these FPO Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. Overseas Shareholders This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus. No action has been taken to permit a public offer under this Prospectus in any jurisdiction other than Australia. This Prospectus may not be distributed to any person, and the Securities may not be offered or sold, to registered shareholders in any country outside Australia except to the extent permitted above. No Offer will be made to Shareholders with a registered address outside Australia and New Zealand. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions(other than New Zealand) having regard to the number of overseas Shareholders, the number and value of FPO Shares these overseas Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Notice to nominees and custodians If you are a Shareholder resident in Australia or New Zealand holdingShares on behalf of personswho are residentoverseas you are responsible for ensuring that taking up your Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form, or payment by BPAY® or EFT in accordance with the Entitlement and Acceptance Form, will be taken by the Company to constitute a representation that there has been no breach of those regulations. Obtaining a copy of this Prospectus You can obtain a hard copy of this Prospectus, free of charge, by contacting the Company Secretary by email at info@emunl.com.au. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus. If you have not, please phone the Share Registrar on +61 (2) 8591 8509 and the Share Registrar will send you, for free,eitherahardcopyorafurther entireelectroniccopyofthe Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the Company’s website at www.emunl.com.au. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that, when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. The Offer is only available in electronic form and may only be accepted by persons receiving an electronic version within Australia or New Zealand. 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 New Options and Lead Broker Options issued under this Prospectus. The Company will only distributethisProspectustothoseinvestorswhofallwithinthe target market determination (TMD). A copy of the TMD has Page 3 of 43 been released to ASX and is available on the Company’s website (https://www.emunl.com.au/). By making an application under this Prospectus, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. Not financial product advice The information in this Prospectus is not financial product adviceandhasbeenpreparedwithouttakingintoaccountyour financial and investment objectives, financial situation or particular needs (including financial or taxation issues). Some of the risk that investors and their professional advisors should consider before deciding whether to invest in the Company are set out in section 7 of this Prospectus. There will be additional risks to those set out in section 7 that should be considered in light of your personal circumstances. Disclaimer No person is authorised to give any information or to make any representation in connection with the Offer in this Prospectus which is not contained in this Prospectus. Any information or representationnotsocontained maynotbe relied onashaving been authorised by the Company in connection with the Offer. Except to the extent required by law, no person named in this Prospectus, nor any other person, warrants or guarantees the performance of the Company, the repayment of capital by the Company, the payment of a return on the FPO Shares or the future value of the FPO Shares. The business, financial condition, operating results and prospects of the Company may change after the date of this Prospectus. You should be aware that past performance is not indicative of future performance but to the extent it might be so taken, the past performance ofthe Company highlights the very risky nature of subscribing for the FPO Shares. Any new or change in circumstances that arise after the date of this Prospectus will be disclosed by the Company to the extent required and in accordance with the Corporations Act. Defined Terms A number of terms used in this Prospectus are defined in section 10 of the Prospectus. Privacy The Company collects information about each Applicant as provided on or in accordance with an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company. The information may also be used to service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration. The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registrar. By submitting an Application Form or paying for Shares under the Offer, each Applicant agrees that the Company may use the information provided by an Applicant on or in accordance with an Application Form for the purposes in this privacy disclosure statement and may disclose it for those purposes to the share registrar, the Company’s Related Corporations, agents,contractorsandthird partyserviceproviders,including mailing houses and professional advisers, and to ASX and regulatory authorities. If you do not provide the information required by the Application Form and a valid email address, the Company may not be able to or simply may choose not to accept or process your Application. An Applicant has a right to gain access to, correct and update the information that the Company holds about that Applicant subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office. Forward-looking statements Someof the statementsappearingin thisProspectusare 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. The Company and its Directors, officers, employees and advisorscannotanddonotgiveanyassurancethattheresults, 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 does not intend to update or 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. Governing Law This Prospectus, an Application Form and the contract formed on acceptance of an Application is governed by the law applicable in Western Australia and each Applicant submits to the exclusive jurisdiction of the Western Australian courts and courts competent to hear appeals from those courts. Page 4 of 43 Contents IMPORTANT INFORMATION .....................................................................................................2 1. Corporate directory ...................................................................................................5 2. Key Offer Information ................................................................................................6 3. Details of the Offer.....................................................................................................8 4. Purpose and Effect of the Offer ...............................................................................15 5. Rights and Liabilities attaching to FPO Shares........................................................20 6. Rights and Liabilities attaching to New Options .....................................................21 7. Risk factors..............................................................................................................24 8. Additional information.............................................................................................33 9. Directors’ authorisation ..........................................................................................40 10. Glossary...................................................................................................................41 Page 5 of 43 1. Corporate directory Directors John Anderson (Non-Executive Chairman) Doug Grewar (Managing Director) Peter Swiridiuk (Non-Executive Director) James Knowles (Non-Executive Director) Company Secretary Rudolf Tieleman Registered office Level 28, 140 St George’s Terrace Perth WA 6000 Business office Unit 3, 180 Main Street Kangaroo Point QLD 4169 Telephone: +61 419 833 604 Email: info@emunl.com.au Website: www.emunl.com.au Auditor* Elderton Audit Pty Ltd Level 28, 140 St George’s Terrace Perth WA 6000 Share Registry* Xcend Pty Ltd Level 2, 477 Pitt Street Haymarket NSW 2000 PO Box R1905 Royal Exchange NSW 1225 Telephone: +61 (2) 8591 8509 Solicitors EMK Lawyers Suite 1, 519 Stirling Highway Cottesloe WA 6011 Lead Broker Martin Place Securities Pty Ltd Suite 301, 66 Hunter Street Sydney NSW 2000 Ph: +61 416 189 090 Email: bdawes@mpsecurities.com.au Advisor to the Offer Lazarus Advisory Pty Ltd Level 10/90 Collins Street Melbourne VIC 3000 * These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Page 6 of 43 2. Key Offer Information Key Statistics Entitlement Ratio One (1) FPO Share for every two (2) Shares held by an Eligible Shareholder on the Record Date Shares on issue as at the date of this Prospectus, comprising: 293,220,754 Shares - FPO Shares 286,165,546 - Contributing Shares1 7,055,208 Total FPO Shares offered under Offer2 146,610,377 FPO Shares Total Shares on issue on completion of the Offer if Fully Subscribed2, 3 439,831,131 Shares Amount to beraised under the Offer before costs if Fully Subscribed2 $3,665,259 Options on issue as at the date of this Prospectus4 80,046,271 Options offered under Offer5 146,610,377 Options offered under Lead Broker Option Offer 30,000,000 Total Options on issue on completion of the Offer if Fully Subscribed 256,656,648 1. Comprising 1,349,586 listed Contributing Shares (ASX:EMUCA) paid to $0.90 with $0.90 to pay, 1,166,670 unlisted Contributing Shares paid to $0.003 with $1.20 to pay, 1,138,952 unlisted Contributing Shares paid to $0.001 with $0.05 to pay, and 3,400,000 unlisted Contributing Shares paid to $0.0001 with $0.0749 to pay. 2. Assuming no other Shares are issued before the Record Date.A totalof 80,046,271 Optionsare on issue at the date of this Prospectus. The Board does not expect any Options (together Convertible Securities) to be exercised prior to completion of the Offer. 3. Comprising 432,775,923 FPO Shares and 7,055,208 Contributing Shares. 4. Comprising 35,917,078 unquoted Option ($0.05 exercise price, expiring 28 September 2030), 10,579,193 unquoted Options ($0.09 exercise price, expiring 31 October 2026) and 33,550,000 unquoted Options ($0.10 exercise price, expiring 31 October 2026). 5. $0.03 exercise price, expiring 31 January 2027 and otherwise on the terms and conditions set out in Section 6. 6. On the same terms and conditions as the New Options offered under the Offer. Page 7 of 43 Indicative Timetable* Lodgement of Prospectus with the ASIC and ASX / Company announces Offer and lodges Appendix 3B with ASX Pre-open Wednesday 25 March 2026 “Ex” date – Shares trade ex-Entitlement Friday 27 March 2026 Record Date for determining eligibility to participate in the Offer 5.00pm (WST) Monday 30 March 2026 Offer opens Prospectus and Entitlement & Acceptance Forms sent out to Eligible Shareholders & Company announces this has been completed Thursday 2 April 2026 Last day Company can extend Closing Date Before 12pm (Syd) Monday 13 April 2026 Closing Date of the Offer* 5.00pm (WST) Thursday 16 April 2026 Announcement of results of the Offer / Issue date of FPO Shares under the Offer / Lodgement of Appendix 2A with ASX* Before 12pm (Syd) Wednesday 22 April 2026 Dispatch of holding statements / normal trading of FPO Shares commences Thursday 23 April 2026 * The dates above are indicative only and are subject to change. The Directors may vary these dates before or after they pass subject to any applicable requirements of the Corporations Act or the Listing Rules. The Directors may extend the Closing Date by giving at least three (3) Business Days’ notice to ASX prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary. Page 8 of 43 3. Details of the Offer The Offer The Offer is being made as a pro-rata non-renounceable entitlement issue of one (1) new FPO Share for every two (2) Shares held by Eligible Shareholders registered at the Record Date, together with one (1) New Option for every one (1) new FPO Share subscribed (exercisable at $0.03 each on or before 31 January 2027 and otherwise issued on the terms set out in Section 6). All of the FPO Shares offered under this Prospectus following issue will rank equally with the Shares on issue at the date of this Prospectus. Please refer to section 5 for further information regarding the rights and liabilities attaching to the FPO Shares. By returning an Application Form or otherwise paying for your FPO Shares through BPAY® or EFT in accordance with the instructions provided with an Application Form, you acknowledge that you have read this Prospectus and you have acted in accordance with and agree to the terms of the Offer detailed in this Prospectus. Existing Convertible Security Holders The Company has 80,046,271 Options (Convertible Securities) on issue as at the date of this Prospectus. Holders of Convertible Securities must exercise their Convertible Securities prior to the Record Date in order to participate in the Offer in respect of the Shares underlying their Convertible Securities. Whilst the Board does not expect any Convertible Securities to be exercised prior to completion of the Offer, IF all Convertible Securities are exercised (and the resultant Shares issued) before the Record Date, the Offer will increase by approximately 40,023,136 FPO Shares, taking the aggregate FPO Shares that may be subscribed for under the Offer to a total of approximately 186,633,513 FPO Shares and the funds raised will increase by approximately $1,000,578 to a total of approximately $4,665,837 (before costs and rounding). Non-renounceable Offer The Offer is non-renounceable, which means that Eligible Shareholders may not sell or transfer all or any part of their Entitlement to subscribe for FPO Shares under the Offer. If you do not take up your Entitlement to FPO Shares under the Offer by the Closing Date, the Offer to you will lapse. The FPO Shares in your Entitlement that are not taken up by you will form part of the Shortfall. Page 9 of 43 No minimum subscription There is no minimum subscription for the Offer. Underwriting, Lead Broker The Offer is NOT underwritten but Martin Place Securities Pty Ltd has been appointed as lead broker (Lead Broker) on a best endeavours basis, upon and subject to the terms and conditions of the Lead Broker Agreement, the material terms of which are summarised in section 8.4. Shortfall Offer Any Shares not taken up as of Entitlement will be the subject of the Shortfall Offer. The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three (3) months following the Closing Date. The issue price for each FPO Share to be issued under the Shortfall Offer shall be $0.025, being the price at which FPO Shares have been offered under the Offer. All FPO Shares issued under the Shortfall Offer shall be issued on the same terms as FPO Shares being offered under the Offer. Eligible Shareholders may apply for additional FPO Shares under the Shortfall Offer in accordance with their Entitlement and Acceptance Form and by paying the appropriate Application Monies in accordance with the instructions provided with the Entitlement and Acceptance Form. Additionally, other investors who are not currently Shareholders who wish to participate in the Shortfall Offer may apply for Shortfall Shares by following the instructions set out on the Shortfall Application Form and paying the appropriate Application Monies. The Company or the Lead Broker will provide such investors with a Shortfall Application Form for Shortfall Shares. The Directors reserve the right to issue any Shortfall pursuant to the Shortfall Offer at their discretion, subject to the Lead Broker Agreement. Shortfall Shares under the Shortfall Offer will be allocated as follows: (a) firstly, the Company has the right to allocate Shortfall to Eligible Shareholders who have validly applied for Shortfall Shares before the Closing Date, to be allocated by the Board in its discretion, provided that the issue of Shortfall Shares to that Eligible Shareholder would not take their Voting Power to in excess of 10.0%; (b) then, the Lead Broker, in conjunction with the Company, has the right to allocate remaining Shortfall Shares; Page 10 of 43 with allocations (and any scale back) taking account the following factors, namely, the need to: (c) give preference to existing Shareholders of the Company in recognition of their ongoing support; (d) consider any new potential long-term or cornerstone investors identified; and (e) ensure an appropriate Shareholder base for the Company. No Shortfall Shares will be issued to a party under the Shortfall Offer if the effect would be to increase that party’s Voting Power in the Company to an amount greater than 10% unless the Board, in its sole discretion, elects otherwise and then up to a cap of 19.99%. Notwithstanding any other provision of this Prospectus, the Directors reserve the right to issue an Applicant a lesser number of Shortfall Shares than applied for or no Shortfall Shares at all. All decisions regarding the allocation of Shortfall Shares will be made by the Directors, in conjunction with the Lead Broker, and will be final and binding on all Applicants under the Shortfall Offer. As such, there is no guarantee that any Shortfall Shares applied for will be issued to Applicants. The Company will have no liability to any Applicant who receives less than the number of Shortfall Shares applied for under the Shortfall Offer. If the Company scales back any applications for Shortfall Shares under the Shortfall Offer any application monies will be pro rata returned (without interest) in accordance with the provisions of the Corporations Act. Acceptance – what Eligible Shareholders may do Your acceptance of the Offer must be in accordance with your Entitlement and Acceptance Form provided with this Prospectus. You may participate in the Offer (and Shortfall Offer) as follows: (a) accept your full Entitlement: (b) accept your full Entitlement and apply for Shortfall Shares under the Shortfall Offer; (c) accept part of your Entitlement; or (d) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything. No Return of Entitlement and Acceptance Forms The Company has resolved that Applicants do NOT need to return their completed Entitlement and Acceptance Forms to the Company and payments must be made by Page 11 of 43 BPAY® or EFT and be supported by an email address via which the Applicant can be contacted. Eligible Shareholders can obtain their Entitlement and Acceptance Form details online at https://investor.xcend.app/sha (you will need your SRN or HIN and your postcode). No payment by cheque The Company has resolved that Applications cannot be paid for by cheque. Payment by BPAY® For payment by BPAY® , please follow the instructions on the Entitlement and Acceptance Form which can be accessed online at the offer website https://investor.xcend.app/sha. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY® : (a) you do not need to submit the Entitlement and Acceptance Form if you pay by BPAY® but are taken to have made the declarations on that Entitlement and Acceptance Form; and (b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of FPO Shares which is covered in full by your Application Monies paid by BPAY® ; By Electronic Funds Transfer (EFT) If you are an Eligible Shareholder in New Zealand, and unable to pay using BPAY® , you may make payment by Electronic Funds Transfer (EFT). Please follow the instructions on your Entitlement and Acceptance Form. You can only make a payment via EFT if you are the holder of an account that supports EFT transactions to an Australian bank account. Please note that should you choose to pay by EFT: (a) you must make payment to the entitlement offer bank account using your unique reference number for payment. You must quote your unique reference number as your payment reference/description when processing your EFT payment. Failure to do so may result in your funds not being allocated to your Application and the FPO Shares not being issued (and the funds refunded); and (b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of FPO Shares which is covered in full by your application monies. Page 12 of 43 Cut-off for Receipt of BPAY® and EFT Payments Applicants should be aware of the cut off time for payment to the Company’s Share Registrar, which is 4.00pm (WST) on the Closing Date. Applicants should also be aware of their own financial institutions cut-off time and associated fees with processing a funds transfer. It is the Applicant’s responsibility to ensure that funds are submitted correctly by the closing date and time including taking into account any delay that may occur as a result of payments being made after 5.00pm (WST) and/or on a day that is not a business day. Any application monies received for more than your final allocation of FPO Shares (only where the amount is $1.00 or greater) will be refunded. ASX quotation Application for Official Quotation of the FPO Shares offered pursuant to this Prospectus on the ASX will be made in accordance with the timetable set out at the commencement of this Prospectus. If ASX does not grant Official Quotation of the FPO Shares offered pursuant to this Prospectus before the expiration of three (3) months after the date of this Prospectus, (or such period as varied by the ASIC), the Company will not issue any FPO Shares and will repay all Application Monies for the FPO Shares within the time prescribed under the Corporations Act, without interest. The fact that ASX may grant Official Quotation to the FPO Shares is not to be taken in any way as an indication of the merits of the Company or the FPO Shares now offered for subscription. Issue of FPO Shares FPO Shares issued pursuant to the Offer will be issued in accordance with the ASX Listing Rules and timetable set out in section 2 of this Prospectus. FPO Shares issued pursuant to the Shortfall Offer will be issued as detailed in section 3.6 of this Prospectus. Where the number of FPO Shares issued is less than the number applied for, or where no issue is made, surplus Application Monies will be refunded without any interest to the Applicant as soon as practicable. Pending the issue of the FPO Shares or payment of refunds pursuant to this Prospectus, all Application Monies will be held in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest. Holding statements for FPO Shares issued under the Offer will be provided in accordance with the ASX Listing Rules and timetable set out at the commencement of Page 13 of 43 this Prospectus. Holding statements for any Shortfall Shares issued under the Shortfall Offe