Announcement PDF 603 Page 1/2 15 July 2001 Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder To Company Name/Scheme ACN/ARSN Charger Metals NL ACN 646 203 465 1. Details of substantial holder (1) Name Core Lithium Ltd and the each of the entities listed in Annexure A (Core Subsidiaries) (together the Core Group) ACN/ARSN (if applicable) ACN 146 287 809 The holder became a substantial holder on 07/09/2024 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows: Class of securities (4) Number of securities Person’s votes (5) Voting power (6) Ordinary shares 7,600,000 7,600,000 9.8% 3. Details of relevant interests The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows: Holder of relevant interest Nature of relevant interest (7) Class and number of securities Finniss Relevant interest held under s608(8) of the Corporations Act 2001 (Cth) (Corporations Act) by Finniss Lithium Resources Pty Ltd ACN 680 268 277 (Finniss). 7,600,000 ordinary shares Core Group Relevant interest held under s608(3) of the Corporations Act by Core Lithium Ltd and each Core Subsidiary under the Share Sale Deed attached as Annexure B. 7,600,000 ordinary shares 4. Details of present registered holders The persons registered as holders of the securities referred to in paragraph 3 above are as follows: Holder of relevant interest Finniss Registered holder of securities Lithium Australia Limited Person entitled to be registered as holder (8) Finniss Core Lithium Ltd and each company in the Core Group Lithium Limited Finniss Australia Class and number of securities 7,600,000 ordinary shares 7,600,000 ordinary shares 603 Page 2/2 15 July 2001 5. Consideration The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows: Holder of relevant interest Date of acquisition Consideration (9) Cash Core Group Class and number of securities Non-cash As set out in the Share Sale Deed attached as Annexure B. 07/09/2024 7,600,000 ordinary shares 6. Associates The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Name and ACN/ARSN (if applicable) Nature of association Core Subsidiaries (refer to Annexure A) The Core Subsidiaries are associates of Core Lithium Ltd pursuant to section 12(2)(a)(i) of the Corporations Act. 7. Addresses The addresses of persons named in this form are as follows: Name Address Core Lithium Ltd and each Core Subsidiary Level 9, 2 Mill Street, Perth WA 6000 Signature print name sign here Jarek Kopias capacity date Company Secretary 09 / 09 / 2024 603 Page 3/2 15 July 2001 DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form. (2) See the definition of ‘associate’ in section 9 of the Corporations Act 2001. (3) See the definition of ‘relevant interest’ in sections 608 and 671B(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in. (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. (7) Include details of: (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of ‘relevant agreement’ in section 9 of the Corporations Act 2001. (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write ‘unknown’. (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. 603 Page 4/2 15 July 2001 Annexure A This is the annexure of 1 page marked A mentioned in the Form 603: Notice of initial substantial holder filed by Core Lithium Ltd on its own behalf and on account of each Core Subsidiary signed by me and dated 9 September 2024. Jarek Kopias Company Secretary Core Subsidiary Sturt Exploration Pty Ltd DBL Blues Pty Ltd Lithium Developments Pty Ltd Uranium Generation Pty Ltd Lithium Developments (Grants NT) Pty Ltd Bynoe Lithium Pty Ltd Finniss Lithium Resources Pty Ltd ACN 124 704 650 140 024 442 612 245 020 617 270 283 622 047 232 648 258 584 680 268 277 Annexure B This is the annexure of 26 pages marked B mentioned in the Form 603: Notice of initial substantial holder filed by Core Lithium Ltd on its own behalf and on account of each Core Subsidiary signed by me and dated 9 September 2024. Jarek Kopias Company Secretary Share Sale Deed Level 29, Central Park Tower 152-158 St Georges Terrace Perth WA 6000 Australia T +61 8 9404 9100 | F +61 8 9300 1338 Share Sale Deed between Core Lithium Limited (ACN 146 287 809) and Lithium Australia Limited (ACN 126 129 413) Table of contents 1 Definitions and Interpretation .................................................................................. 1 1.1 1.2 1.3 1.4 2 Signing and Completion Obligations ...................................................................... 7 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 3 Call Option Cancellation .............................................................................................. 11 Cancellation of the Call Option .................................................................................... 11 Warranties and Indemnities ................................................................................... 12 6.1 6.2 6.3 6.4 6.5 7 Grant of the Call Option ..................................................................................................9 Exercise of the Call Option .............................................................................................9 Lapse of Call Option .................................................................................................... 10 Parties bound ............................................................................................................... 10 Completion of Call Option Purchase ........................................................................... 10 Interdependence .......................................................................................................... 10 Call Option Cancellation ........................................................................................ 11 5.1 5.2 6 Core's obligations post-Completion ................................................................................8 Other Core Share Issuances ..........................................................................................9 Call Option ................................................................................................................ 9 4.1 4.2 4.3 4.4 4.5 4.6 5 Sale and purchase ..........................................................................................................7 Consideration ..................................................................................................................7 Rights and ranking of Purchase Consideration ..............................................................7 Acknowledgements .........................................................................................................7 Date for Completion ........................................................................................................7 Obligations at signing .....................................................................................................7 Obligations at Completion...............................................................................................8 Interdependence .............................................................................................................8 Post-Completion ....................................................................................................... 8 3.1 3.2 4 Definitions .......................................................................................................................1 Interpretation ...................................................................................................................6 Business Day ..................................................................................................................7 Parties not associates.....................................................................................................7 Core warranties ........................................................................................................... 12 Lithium Australia warranties ........................................................................................ 12 Survival of representations and warranties ................................................................. 13 Core indemnity ............................................................................................................. 13 Lithium Australia indemnity .......................................................................................... 13 Stamp Duty, Costs and Expenses ......................................................................... 13 7.1 7.2 7.3 Stamp duty ................................................................................................................... 13 Costs and expenses .................................................................................................... 13 Brokerage .................................................................................................................... 13 8 Public Announcements .......................................................................................... 14 9 General .................................................................................................................... 14 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12 Notices ......................................................................................................................... 14 Governing law and jurisdiction ..................................................................................... 15 Prohibition and enforceability ...................................................................................... 15 Waivers ........................................................................................................................ 15 Variation ....................................................................................................................... 15 Assignment .................................................................................................................. 15 Further assurances ...................................................................................................... 15 Time of the essence .................................................................................................... 15 Counterparts ................................................................................................................ 15 Attorneys ...................................................................................................................... 16 Entire agreement ......................................................................................................... 16 Use of nominee ............................................................................................................ 16 Share Sale Deed Reference: DSC 5755817 Schedule 1.......................................................................................................................... 17 Option Notice ............................................................................................................................ 17 Schedule 2.......................................................................................................................... 18 Cancellation Notice ................................................................................................................... 18 Schedule 3.......................................................................................................................... 19 Acceptance Deed ..................................................................................................................... 19 Schedule 4.......................................................................................................................... 20 Voting Intention Statement ....................................................................................................... 20 Share Sale Deed Reference: DSC 5755817 This Deed is made on 7 September 2024 between Core Lithium Limited ACN 146 287 809 of Level 9, 2 Mill Street, Perth, WA, 6000 (Core) and Lithium Australia Limited ACN 126 129 413 of Unit 1, 79-83 High Street, Kew, VIC, 3101 (Lithium Australia) Recitals A Lithium Australia is the legal and beneficial owner of 7,600,000 Shares (Sale Shares). B Lithium Australia agrees to sell, and Core agrees to purchase, either itself or through a nominee, the Sale Shares on the terms and conditions set out in this Deed. Now it is agreed as follows: 1 Definitions and Interpretation 1.1 Definitions Acceptance Deed means a deed substantially in the form set out in Schedule 3. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited (ABN 98 008 624 691) and, where the context requires, the financial market that it operates. ASX Listing Rules means the listing rules of ASX. ASX Operating Rules means the settlement operating rules published by ASX. Bank Account means: In relation to Core, the following bank account details, or as otherwise agreed in writing: Bank: National Australia Bank Account name: Core Lithium Limited Account number: 74-231-9678 Currency: AUD BSB: 085-005 SWIFT CODE: NATAAU3306P In relation to Lithium Australia, the following bank account details, or as otherwise agreed in writing: Bank: National Australia Bank Account name: Lithium Australia Limited Account number: 94-706-7769 Share Sale Deed Reference: DSC 5755817 Page 2 Currency: AUD BSB: 086-006 SWIFT CODE: NATAAU3306P Business Day means a day on which banks are open for business in Perth, Australia, excluding Saturdays, Sundays and public holidays. Call Option means the option to purchase the Sale Shares granted by Core in favour of Lithium Australia under clause 4.1. Call Exercise Period means the period commencing on the occurrence of one of the events in clause 4.2(a)(iv), (vi) or (vii) and ending five Business Days after the Initial Proposal, Revised Proposal, Rival Offer or Takeover Bid (as applicable) is or becomes unconditional (in the case of a Takeover Bid) or effective (in the case of a Scheme). Call Option Period means the period commencing on the Completion Date and expiring 9 months after the date of this Deed. Cancellation Fee means an amount payable by Core in cash or in Cancellation Shares or both under clause 5.2, calculated by multiplying the number of Sale Shares by: (a) if the Option Notice was given pursuant to clause 4.2(a)(iv), the sum of: (i) 100% of the difference between the Purchase Price and the Initial Proposal Price; and (ii) either: (A) (B) (b) if the Final Price is higher than the Rival Price: (I) 100% of the difference between the Initial Proposal Price and the Final Price; plus (II) the cash value of any Rights received by Core after the Completion Date in respect of the Sale Shares; or if the Rival Price is higher than the Final Price: (I) 100% of the difference between the Initial Proposal Price and the Rival Price; plus (II) the cash value of any Rights and Dividends received by Core after the Completion Date in respect of the Sale Shares; if the Option Notice was given pursuant to clause 4.2(a)(v), the sum of: (i) 100% of the difference between the Purchase Price and the Revised Proposal Price; and (ii) either: (A) (B) if the Final Price is higher than the Rival Price: (I) 100% of the difference between the Revised Proposal Price and the Final Price; plus (II) the cash value of any Rights received by Core after the Completion Date in respect of the Sale Shares; or if the Rival Price is higher than the Final Price: Share Sale Deed Reference: DSC 5755817 Legal/88160152_10 Page 3 (c) (I) 100% of the difference between the Revised Proposal Price and the Rival Price; plus (II) the cash value of any Rights and Dividends received by Core after the Completion Date in respect of the Sale Shares; or if the Option Notice was given pursuant to clause 4.2(a)(vi): (i) 100% of the difference between the Purchase Price and the Rival Price; plus (ii) the cash value of any Rights and Dividends received by Core after the Completion Date in respect of the Sale Shares, provided that the amounts in (a), (b) and (c) above shall not be less than zero. For the avoidance of doubt, the determination of the Price of an Initial Proposal Price, Revised Proposal Price, Final Price or Rival Price for the purposes of this definition of Cancellation Fee shall be undertaken as at the time any Cancellation Fee is payable by Core under clause 5.2. Cancellation Notice means a notice from Core or Lithium Australia to the other (as applicable), substantially in the form set out in Schedule 2. Cancellation Shares means the Core Shares that may be issued as consideration for the Cancellation Fee payable or issuable pursuant to clause 5.2 of this Deed which is limited to and must not exceed 15 million Core Shares when aggregated with all other Core Shares that may be issued pursuant to clause 5.2 of this Deed. For the purposes of determining the value of the Cancellation Shares to be issued in satisfaction of the Cancellation Fee upon the occurrence of an event set out in clause 4.2(a)(vi), a VWAP per Core Share on ASX for the five trading days immediately preceding the date of delivery by Core to Lithium Australia of a completed and executed Cancellation Notice in accordance with clause 5.2, will be adopted. Cash Equivalent of the Purchase Price means the cash equivalent value of the Purchase Price on a per Core Share basis as determined using the VWAP per Core Share on ASX for the five trading days immediately preceding the date of: (a) delivery by Lithium Australia to Core of a completed and executed Option Notice in accordance with clause 4.2; and (b) delivery by Core or Lithium Australia to the other (as applicable) of a completed and executed Cancellation Notice in accordance with clause 5.2 in circumstances where an Initial Proposal, Revised Proposal or Rival Offer, as the case may be, relates to a cash offer for Shares as contemplated in clause 5.2(b)(ii). Cleansing Prospectus means a prospectus issued in accordance with section 708A(11) of the Corporations Act. Cleansing Statement means a notice issued in accordance with section 708A(5)(e) of the Corporations Act. Company means Charger Metals NL (ACN 646 203 465). Completion means completion of the sale and purchase of the Sale Shares under clause 2. Completion Date means the date on which Completion occurs. Constitution means the constitution of Core. Core Associate means each person who is or becomes, whether directly or indirectly, a shareholder or equity participant in Core, acquires Shares, whether directly or indirectly, on behalf of Core or acts, or proposes to act, in concert with Core in relation to the Company. Core Share means a fully paid ordinary share in the capital of Core. Corporations Act means the Corporations Act 2001 (Cth). Share Sale Deed Reference: DSC 5755817 Legal/88160152_10 Page 4 Dispose in relation to any property means to sell, transfer, assign, create a Security Interest over, declare oneself a trustee of or part with the benefit of or otherwise dispose of that property (or any interest in it or any part of it). Dividend means any interim or final dividend declared, paid or issued by the Company after the Completion Date, other than a special dividend. Encumbrance means an interest or power: (a) reserved in or over an interest in any asset including but not limited to, any retention of title; or (b) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power, by way of security for the payment of a debt, any other monetary obligation or the performance of any other obligation, and includes, but is not limited to, any deed to grant or create any of the above. Exercise Price means: (a) the Cash Equivalent of the Purchase Price multiplied by the number of Sale Shares, less (b) the cash value of any Rights received by Core after the Completion Date in respect of the Sale Shares; and (c) in the event that the Option Notice was given pursuant to clause 4.2(a)(vi), less the cash value of any Dividends received by Core after the Completion Date in respect of the Sale Shares. Final Price means the highest price out of the Initial Proposal Price and any Revised Proposal Price. Initial Proposal has the meaning given to that term in clause 4.2(a)(iv). Initial Proposal Price has the meaning given to that term in clause 4.2(a)(iv). Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules. Option Completion Date means the date upon which Lithium Australia receives the consideration payable to Lithium Australia with respect to the Sale Shares pursuant to the Initial Proposal, Revised Proposal, Rival Offer or Takeover Bid (as applicable). Option Notice means a notice from Lithium Australia to Core substantially in the form set out in Schedule 1. Price means: (a) in relation to a 100% cash offer or a 100% cash / scrip alternative offer, the cash price offered in Australian dollars for the 100% cash offer; and (b) if paragraph (a) does not apply, in relation to an offer of securities or an offer which comprises cash and securities in respect of a Rival Offer or in relation to any offer where Core has elected to pay the Cancellation Fee in clause 5.2(a) in cash by wire transfer: (i) in the case of securities which are quoted for trading on a stock exchange, the VWAP per security on the principal exchange on which the securities are traded in the five trading days before the offer is announced; or (ii) in any other case, the face value of the security: (A) as agreed by the parties; or Share Sale Deed Reference: DSC 5755817 Legal/88160152_10 Page 5 (B) (iii) in the absence of agreement, as determined by an independent expert (acting as expert and not arbitrator and on behalf of both parties whose decision will be, in the absence of manifest error, final and binding on both parties) the identity of which is agreed by the parties (or, in the absence of agreement, such person as nominated by the National President of the Institute of Chartered Accountants), together with the applicable cash component in Australian dollars in the case of an offer which comprises cash and securities, in each case expressed in Australian dollars and including the cash value of any Rights to be paid by the Company as part of and conditional upon any such offer. Purchase Consideration has the meaning given in clause 2.2. Purchase Price means 0.8 of a Core Share for each Sale Share. Revised Proposal has the meaning given to that term in clause 4.2(a)(v). Revised Proposal Price has the meaning given to that term in clause 4.2(a)(v). Rights means all accretions and rights attaching to or arising from the Sale Shares (including without limitation, all rights to receive special dividends, returns of capital and other distributions declared or paid and to receive or subscribe for shares, notes, options or other securities or entitlements) declared, paid or issued by the Company after the Completion Date, excluding Dividends. Rival Offer has the meaning given to that term in clause 4.2(a)(vi). Rival Price means, if Core has accepted a Rival Offer by way of Takeover Bid or a Rival Offer by way of Scheme has become effective, the Price that Core will receive under that Rival Offer, but in any other case, the highest price under a Rival Offer at the time payment is due under clause 5.2(a)(iii) (if applicable). Sale Shares has the meaning given in Recital A. Scheme means: (a) a compromise or arrangement under Part 5.1 of the Corporations Act under which Shares in the Company are transferred to another person or are cancelled; or (b) a selective capital reduction under Part 2J.1 of the Corporations Act under which all Shares in the Company other than shares held by one person (or a person and his or her associates) are cancelled. Security Interest means an interest or power: (a) reserved in or over any interest in any asset including, without limitation, any retention of title; or (b) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power by way of security for the payment of debt or any other monetary obligation or the enforcement of any other obligation and whether or not existing or agreed to be granted or created. Share means a fully paid ordinary share in the Company. Takeover Bid means a takeover bid under Chapter 6 of the Corporations Act for the Shares in the Company. Voting Intention Statement means the voting intention statement substantially in the form set out in Schedule 4 to be provided by Lithium Australia to Core in the circumstances contemplated in clause 4.2. Share Sale Deed Reference: DSC 5755817 Legal/88160152_10 Page 6 VWAP means the average of the daily volume weighted average sale price of the relevant security sold on its principal stock exchange during normal trading in the relevant period or on the relevant days, but does not include any 'special' crossings prior to the commencement of normal trading, crossings during the after hours adjust phase or the exercise of options over the relevant securities. 1.2 Interpretation Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise. (a) The singular includes the plural, and the converse also applies. (b) A gender includes all genders. (c) If a word or phrase is defined, its other grammatical forms have a corresponding meaning. (d) A reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity. (e) A reference to a clause or schedule is a reference to a clause of or schedule to this Deed. (f) A reference to an agreement or document (including a reference to this Deed) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this Deed or that other agreement or document. (g) A reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible and tangible form. (h) A reference to a party to this Deed or another agreement or document includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives). (i) A reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it. (j) A reference to conduct includes an omission, statement or undertaking, whether or not in writing. (k) A reference to an agreement includes any undertaking, deed, agreement and legally enforceable arrangement, whether or not in writing, and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind. (l) A reference to dollars and $ or A$ is to Australian currency. (m) All references to time are to Perth time. (n) An expression defined in, or given a meaning for the purpose of,