EQS-Ad-hoc: Vulcan Energy Resources Limited / Key word(s): Financing/Capital Increase Ad-hoc Notice: Disclosure of inside information acc. to Article 17(1) Market Abuse Regulation (EU) No. 596/2014 Project Financing; Share capital increase 2 December 2025 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.
Today, Vulcan Energy Resources Limited, Perth, Australia (ISIN AU0000066086) (the "Company" and together with its subsidiaries, "Vulcan Group") secured a comprehensive financing package (the "Project Financing Package") to fully fund the construction and development of phase one ("Phase One") of its integrated lithium chemicals and renewable energy production project in the Upper Rhine Valley (Lionheart Project) and Vulcan Group entered into binding agreements in connection with the Project Financing Package. The Project Financing Package includes the following components:
Debt Financing Today, PhaseOneCo, an indirect subsidiary of the Company, has entered into formal binding documentation for a €1,185m (A$2,116m) debt financing package with a syndicate of 13 leading financiers, including the European Investment Bank, five Export Credit Agencies, and seven major commercial banks. The package comprises:
This debt package is structured to provide flexibility and resilience, with a 13-year tenor, deferred repayments, and robust service accounts to navigate the Phase One project ramp-up and commodity price cycles. In addition, the commercial lenders will provide €154m (A$275m) of ancillary facilities, comprising a €125m (A$223m) Working Capital Facility and a €29m (A$52m) VAT Facility. Equity Funding - GermanSubCo and PhaseOneCo Today, an investment agreement was concluded between KfW and GermanSubCo to invest €150m (A$268m) by subscribing for a 14% equity interest in GermanSubCo. Further today, an investment agreement was concluded between PhaseOneCo and a consortium of strategic investors comprising Siemens (investing €67m), Demeter (investing €28m), and Hochtief (investing €39m) to invest an aggregate of €133m (A$238m) for a 15% preferred equity interest in PhaseOneCo. Capital Increase of the Company The Company's board of directors resolved today to increase the share capital of the Company against contributions through an institutional placement ("Placement") in combination with a 1-for-1.128 accelerated non-renounceable entitlement offer ("Entitlement Offer"), comprising the issue of up to approximately 269 million new fully paid ordinary shares ("New Shares") to raise up to €603m (A$1.08 billion) (the Equity Raising).
The Equity Raising consists of:
The Equity Raising will be at a fixed price of €2.24 / A$4.00 per New Share. Up to approximately 269 million New Shares in the Company will be issued under the Equity Raising (assuming no Conditional Placement as defined below), equivalent to approximately 115% of existing Company shares on issue. The Equity Raising is supported by Hochtief which has committed to a cornerstone investment of €130m (A$232m) under the Equity Raising to increase its ownership in the Company from 6.7% to a maximum of 15.7% (assuming no take-up under the Retail Entitlement Offer) ("Hochtief Investment Amount"). Hochtief has signed a subscription agreement with the Company and a sub-underwriting agreement with the underwriters to the Equity Raising, pursuant to which it has agreed to subscribe for up to €130m (A$232m) of shortfall under the Retail Entitlement Offer. In the event the shortfall available under the Retail Entitlement Offer is not sufficient to increase Hochtief's ownership in Vulcan to at least 10% following completion of the Retail Entitlement Offer, Hochtief will participate in a conditional top-up placement (subject to Vulcan shareholder approval for purposes of ASX Listing Rule 7.1) to increase its ownership in Vulcan to 10% (Conditional Placement). The Company may issue up to an additional 38.6 million New Shares under the Conditional Placement. There will not be a public offer of the New Shares in Germany. The launch of the Placement and the Institutional Entitlement Offer is scheduled for 2 December 2025. The Company intends to use the net proceeds from the Equity Raising to fully fund the construction and development of Phase One of its lithium and renewable energy project. The New Shares will be applied to be admitted to trading on the regulated market of the Frankfurt Stock Exchange ("FSE") (Prime Standard) on the basis of an exemption document prepared by the Company. The New Shares are expected to be simultaneously admitted to trading on the securities exchange operated by the Australian Stock Exchange ("ASX"). Commencement of trading of the New Shares issued under the Placement and Institutional Entitlement Offer is expected to occur on or about 12 December 2025. Commencement of trading of the New Shares issued under the Retail Entitlement Offer is expected to occur on or about 31 December 2025. 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 - End of ad-hoc-announcement - End of Inside Information 02-Dec-2025 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Vulcan Energy Resources Limited |
| Unit 1, Level 11, 1 Spring Street | |
| WA 6000 Perth | |
| Australia | |
| E-mail: | dtydde@v-er.eu |
| Internet: | www.v-er.eu |
| ISIN: | AU0000066086 |
| WKN: | A2PV3A |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange |
| EQS News ID: | 2239256 |
| End of Announcement | EQS News Service |
2239256 02-Dec-2025 CET/CEST
