VRX SILICA LIMITED ACN 142 014 873 ENTITLEMENT OFFER PROSPECTUS For a pro-rata renounceable entitlement issue of one (1) Share for every five (5) Shares held by those Eligible Shareholders registered at the Record Date at an issue price of $0.04 per Share together with one (1) free Attaching Option for every two (2) Shares applied for and issued to raise up to $6,232,199 (based on the number of Shares on issue as at the date of this Prospectus) (Entitlement Offer). The Entitlement Offer is underwritten to $2,000,000 by Mahe Capital Pty Ltd (AFSL 517246) (MCL or Underwriter). Refer to Section 6.4.1 for details regarding the terms of the underwriting. This Prospectus also contains the Underwriting Options Offer, which is detailed in Section 2.2. IMPORTANT NOTICE This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered as highly speculative. i IMPORTANT NOTICE This Prospectus is dated 28 May 2026 and was lodged with the ASIC and ASX on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities offered by this Prospectus should be considered as highly speculative. Applications for Securities offered pursuant to this Prospectus can only be made by an original Application Form. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been 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 is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company. Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult. No Investment Advice The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets your objectives, financial situation and needs. Forward-looking statements This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the Company’s management. The Company cannot and does 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 and investors are cautioned not to place undue reliance on these forward- looking statements. The Company has no intention 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. These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5. Overseas shareholders The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offers are not being extended and Securities will not be issued to Shareholders with a registered address which is outside Australia, New Zealand, Germany or the United Kingdom. For further information on overseas Shareholders please refer to Section 2.6. Continuous disclosure obligations The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest. Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the three months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX. Please refer to Section 6.2 for further details. ii 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 the Attaching Options and Underwriting Options issued under this Prospectus. The Company and the Lead Manager will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website (www.vrxsilica.com.au). Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.vrxsilica.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be a resident of Australia, New Zealand, Germany or the United Kingdom and must only access this Prospectus from within Australia, New Zealand, Germany or the United Kingdom. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus, or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by phone on +61 8 9388 8290 during office hours or by emailing the Company at ianh@vrxsilica.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. Company Website No documents or other information available on the Company’s website is incorporated into this Prospectus by reference. Financial forecasts The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection. Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Securities issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. Definitions and Time Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 8. All references to time in this Prospectus are references to Australian Western Standard Time. Privacy statement If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder. The information may also be used from time to time and disclosed to persons inspecting the register, including 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 share registry. You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application. Enquiries If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offers or how to accept the Offers please call Computershare, the Company’s share registry, from 6.30am to 3.00pm WST, Monday to Friday, on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia). 1 C O R PO R A TE D I R E C T O R Y Directors Paul Boyatzis Non-Executive Chairman Bruce Maluish Managing Director Peter Pawlowitsch Non-Executive Director David Welch Non-Executive Director Chief Executive Officer Tony Swiericzuk Company Secretary Ian Hobson Registered Office Ground Floor 52 Kings Park Road WEST PERTH WA 6005 Telephone: + 61 8 9226 3780 Facsimile: +61 8 9226 3764 Email: info@vrxsilica.com.au Website: www.vrxsilica.com.au Auditor RSM Australia Partners Level 32 Exchange Tower 2 The Esplanade PERTH WA 6000 Share Registry* Computershare Investor Services Pty Ltd Level 17 221 St Georges Terrace PERTH WA 6000 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) Legal Advisers Steinepreis Paganin Level 14, QV1 250 St Georges Terrace PERTH WA 6000 Underwriter Mahe Capital Pty Ltd Level 8 99 St Georges Terrace PERTH WA 6000 *This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. 2 T A B L E OF C O N T E N TS 1. KEY OFFER INFORMATION ............................................................................................................. 3 2. DETAILS OF THE OFFERS.................................................................................................................. 7 3. PURPOSE AND EFFECT OF THE OFFERS ........................................................................................ 15 4. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................................. 19 5. RISK FACTORS............................................................................................................................... 23 6. ADDITIONAL INFORMATION........................................................................................................ 33 7. DIRECTORS’ AUTHORISATION...................................................................................................... 40 8. GLOSSARY .................................................................................................................................... 41 3 1. KEY OFFER INFORMATION 1.1 Timetable EVENT DATE Announcement of Offer & Appendix 3B Pre-market Wednesday, 27 May 2026 Lodgement of Prospectus with ASIC & ASX Pre-market Thursday, 28 May 2026 Ex date Monday, 1 June 2026 Rights are quoted on a deferred settlement basis Monday, 1 June 2026 Record Date for determining Entitlements (5:00pm WST) Tuesday, 2 June 2026 Prospectus and personalised Entitlement and Acceptance Forms sent out to Eligible Shareholders Deferred settlement trading in rights ends at close of trading Friday, 5 June 2026 Rights trading ends at close of trading Friday, 12 June 2026 Securities quoted on a deferred settlement basis Monday, 15 June 2026 Last day to extend the Closing Date* Tuesday, 16 June 2026 Closing Date (5:00pm WST) Friday, 19 June 2026 Announcement of results of issue. Friday, 26 June 2026 Issue date and lodgement of Appendix 2A with ASX applying for quotation of the securities (before noon Sydney time) Friday, 26 June 2026 *The above dates are indicative only and subject to change. The Directors may extend the Closing Date by giving at least 3 Business Days’ notice to ASX prior to the Closing Date. Accordingly, the date the Securities are expected to commence trading on ASX may vary. 1.2 Key statistics of the Offers Shares MINIMUM SUBSCRIPTION ($2,000,000)1 Full Subscription ($6,232,199)2 Offer Price per Share under Entitlement Offer $0.04 $0.04 Entitlement Offer Ratio (based on existing Shares) 1:5 1:5 Shares currently on issue 779,024,935 779,024,935 Shares to be issued under the Entitlement Offer 50,000,000 155,804,987 Gross proceeds of the issue of Shares $2,000,000 $6,232,199 Shares on issue Post-Offers 829,024,935 934,829,922 Notes: 1. Based on Minimum Subscription of $2,000,000 under the Entitlement Offer. 2. Based on Full subscription of $6,232,199 under the Entitlement Offer. 3. Refer to Section 4.1 for the terms of the Shares. 4 Options MINIMUM SUBSCRIPTION ($2,000,000)1 Full Subscription ($6,232,199)2 Offer Price per Attaching Option and Underwriting Option nil nil Attaching Option Entitlement Ratio (based on Shares subscribed for) 1:2 1:2 Underwriting Option Entitlement Ratio (based on gross proceeds of the issue of Shares, capped at 10 million Options) 3:$1 3:$1 Options currently on issue 43,400,000 43,400,000 Attaching Options to be issued under the Entitlement Offer 25,000,000 77,902,494 Underwriting Options issued under the Underwriting Options Offer 6,000,000 10,000,000 Gross proceeds of the issue of Attaching Options and Underwriting Options Offer Nil Nil Options on issue Post-Offers3 74,400,000 131,302,494 Notes: 1. Based on Minimum Subscription of $2,000,000 under the Entitlement Offer. 2. Based on Full Subscription of $6,232,199 under the Entitlement Offer. 3. Refer to Section 4.2 for the terms of the Attaching Options and Underwriting Options. 1.3 Key Risk Factors Prospective investors should be aware that subscribing for Securities involves a number of risks and an investment in the Company should be considered as highly speculative. The future performance of the Company and the value of the Securities may be influenced by a range of factors, many of which are largely beyond the control of the Company and the Directors. The key risks associated with the Company’s business, the industry in which it operates and general risks applicable to all investments in listed securities and financial markets generally are set out in Section 5. 1.4 Directors' Interests in Securities The relevant interest of each of the Directors in the Securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below: DIRECTOR SHARES OPTIONS1 ENTITLEMENT $ Share Entitlement Attaching Option Entitlement Paul Boyatzis2 6,200,000 3,000,000 1,240,000 620,000 $49,600 Bruce Maluish 15,514,6863 5,000,0004 3,102,937 1,551,468 $124,117 Peter Pawlowitsch 26,222,7215 2,000,0006 5,244,544 2,622,272 $209,782 David Welch7 250,000 2,000,000 50,000 25,000 $2,000 5 Notes: 1. Unlisted Options exercisable at $0.15 and expiring 31 December 2028. 2. Securities held indirectly by Lesuer Pty Ltd <PMB Super Fund A/C>. 3. Comprising: (a) 7,060,535 Shares held directly by Bruce Maluish; and (b) 8,454,151 Shares held indirectly by Mash Super Pty Ltd <Maluish English Super Fund A/C>. 4. Options held indirectly by Mash Super Pty Ltd <Maluish English Super Fund A/C>. 5. Comprising: (a) 5,383,437 Shares held indirectly by Haven Super Pty Ltd <Haven Super A/C>; (b) 7,505,952 Shares held indirectly by Vault (WA) Pty Ltd <Vault A/C>; and (c) 13,333,332 Shares held indirectly by Mosch Pty Ltd. 6. Options held indirectly by Vault (WA) Pty Ltd <Vault A/C>. 7. Securities held directly by David Welch. The Board recommends all Shareholders take up their Entitlements. The Directors reserve the right to take up their respective Entitlement in whole or in part at their discretion. 1.5 Details of Substantial Holders Based on publicly available information and the Company’s records as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below: SHAREHOLDER SHARES % Sparta AG 105,339,622 13.52% In the event all Entitlements are accepted there will be no change to the substantial holders on completion of the Entitlement Offer. 1.6 Underwriting The Entitlement Offer is underwritten to $2,000,000 by Mahe Capital Pty Ltd (MCL or Underwriter). The Underwriter has also been appointed as the lead manager of the Entitlement Offer. Refer to Section 6.4.1 for details regarding the key terms of the Underwriting Agreement. The allocation of the Shortfall Securities will be determined by the Underwriter in agreement with the Company. For further information regarding the application and allocation of Shortfall Securities please refer to Section 2.3.5. Subject to completion of the Entitlement Offer, the Company agrees to issue the Underwriter (or their nominee/s) Underwriting Options on the terms set out in section 4.2, on a three (3) Options for every one dollar ($1) raised up to a maximum of 10,000,000 Options. Where Shares are issued pursuant to the exercise of Underwriting Options, the voting power of the Underwriter will increase. The likelihood of Underwriting Options being exercised is dependent on the price of Shares from time to time until the Underwriting Options expire. 1.7 Effect on Control The Underwriter is presently not a Shareholder and is not a related party of the Company for the purposes of the Corporations Act. The issue of Shares under this Prospectus to the Underwriter may increase its interest in the Company and dilute the Shareholding of other Shareholders to the extent they elect not to participate in the Entitlement Offer or are ineligible to participate in the Entitlement Offer. In accordance with the terms of the Underwriting Agreement, the Underwriter will allocate the Shortfall to its sub-underwriters and/or clients and people who have otherwise agreed to assist with the completion of the Offer such that neither the Underwriter, the sub- underwriters nor any of the Underwriter’s clients, individually, will have a voting power in the Company in excess of 19.9% after the issue of the Shortfall. The Company, in consultation with the Underwriter, will ensure that the Entitlement Offer (including the equitable dispersion of any Shortfall Securities) complies with the provisions 6 of Chapter 6 of the Corporations Act 2001 (Cth) and is otherwise consistent with the policy guidelines contained in ASIC Regulatory Guide 6 and Takeovers Panel Guidance Note 17. 1.8 Potential dilution on non-participating Shareholders In addition to potential control impacts set out in Section 1.7, Shareholders should note that if they do not participate in the Entitlement Offer, their holdings are likely to be diluted by approximately 16.67% (as compared to their holdings and number of Shares on issue as at the date of this Prospectus). No immediate dilution will occur as a result of the issue of Attaching Options or Underwriting Options under this Prospectus. However subsequent exercise of any or all of the Attaching Options or Underwriting Options will result in dilution. Based on Full Subscription and assuming all Attaching Options and Underwriting Options offered pursuant to this Prospectus are issued and exercised into Shares, Shareholders who do not participate in the Entitlement Offer, are likely to be diluted by an aggregate of approximately 22.86% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). For illustrative purposes, the table below shows how the dilution may impact the holdings of Shareholders: HOLDER HOLDING AS AT RECORD DATE % AT RECORD DATE ENTITLEMENT SHARES UNDER THE ENTITLEMENT OFFER HOLDINGS IF ENTITLEMENT OFFER NOT TAKEN UP % POST ENTITLEMENT OFFER Shareholder 1 10,000,000 1.28% 2,000,000 10,000,000 1.07% Shareholder 2 5,000,000 0.64% 1,000,000 5,000,000 0.53% Shareholder 3 2,500,000 0.32% 500,000 2,500,000 0.27% Shareholder 4 1,250,000 0.16% 250,000 1,250,000 0.13% Shareholder 5 625,000 0.08% 125,000 625,000 0.07% Notes: 1. This is based on a share capital of 779,024,935 Shares as at the date of the Prospectus. Based on Full Subscription of the Entitlement Offer and does not account for Attaching Options or Underwriting Options to be issued under this Prospectus. 2. Based on Full Subscription under the Entitlement Offer and assuming no Options are exercised. The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted by Eligible Shareholders are placed under the Underwriting and Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage. 7 2. DETAILS OF THE OFFERS 2.1 The Entitlement Offer The Entitlement Offer is being made as a pro-rata renounceable entitlement issue of one(1) Share for every five (5) Shares held by Eligible Shareholders registered at the Record Date at an issue price of $0.04 per Share together with one (1) free attaching Option exercisable at $0.10 and expiring on 30 June 2028 (Attaching Options), for every two (2) Shares subscribed for and issued. Fractional entitlements will be rounded up to the nearest whole number. Based on the capital structure of the Company as at the date of this Prospectus, (and assuming no additional Shares are issued prior to the Record Date) approximately 155,804,987 Shares and 77,902,494 Attaching Options may be issued under the Entitlement Offer to raise up to $6,232,199 (before costs). No funds will be raised from the issue of the Attaching Options. As at the date of this Prospectus the Company has 43,400,000 Options on issue, with various exercise prices and expiry dates, all of which may be exercised prior to the Record Date in order to participate in the Entitlement Offer. All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.1 for further information regarding the rights and liabilities attaching to the Shares. The Attaching Options will be exercisable at $0.10 on or before 30 June 2028 and otherwise on the terms set out in Section 4.2. The purpose of the Entitlement Offer and the intended use of funds raised are set out in Section 3. 2.2 The Underwriting Options Offer The Underwriting Options Offer made by this Prospectus is an offer to the Underwriter (or their nominee(s)) of three (3) Options for every one dollar ($1) raised, up to a maximum of 10,000,000 Options (Underwriting Options). Only the Underwriter (or their nominee(s)) may apply for the Underwriting Options under the Underwriting Options Offer. Application Forms in respect of the Underwriting Options Offer will only be provided by the Company to these parties. The Underwriter has the right but not an obligation to subscribe for the Underwriting Options. No subscription price is payable for the grant of the Underwriting Options. The primary purpose of offering the Underwriting Options under the Underwriting Options Offer is for the Company to fulfil its obligation under the Underwriting Agreement. By offering the Underwriting Options under this Prospectus, the Underwriting Options will be issued with disclosure under Chapter 6D of the Corporations Act. Accordingly, the Underwriting Options (and any Shares issued on their exercise) will not be subject to secondary trading restrictions. The Underwriting Options will be issued on the terms set out in Section 4.2 of this Prospectus. The Underwriting Options Offer: (a) is not subject to Shareholder approval; (b) is not subject to any minimum subscription condition or requirement; (c) is not underwritten; and (d) is not made to any person other than the Underwriter (or their nominee(s)). 2.3 Entitlement Offer 2.3.1 What Eligible Shareholders may do The number of Securities to which Eligible Shareholders are entitled is shown on the personalised Entitlement and Acceptance Form which can be accessed from www.computersharecas.com.au/vrxoffer. Eligible Shareholders may choose any of the options set out in the table below. 8 OPTION KEY CONSIDERATIONS FOR MORE INFORMATION Take up all of your Entitlement (a) Should you wish to accept all of your Entitlement, then your application for Securities under this Prospectus must be made by following the instructions on the personalised Entitlement and Acceptance Form which can be accessed at www.computersharecas.com.au/vrxoffer. Please read the instructions carefully. (b) Payment can be made by the methods set out in Section 2.3.2. As set out in Section 2.3.2, if you pay by BPAY or EFT, you do not need to return the Entitlement and Acceptance Form. Section 2.3.2 and Section 2.3.3. Take up all of your Entitlement and also apply for Shortfall Securities (a) Should you wish to accept all of your Entitlement and apply for Shortfall Securities, then your application for your Entitlement and additional Shortfall Securities under this Prospectus must be made by following the instructions on your personalised Entitlement and Acceptance Form which can be accessed at www.computersharecas.com.au/vrxoffer. Please read the instructions carefully. (b) Payment can be made by the methods set out in Section 2.3.2. Payment should be made for your Entitlement and the amount of the Shortfall for which you are applying. (c) If you apply for Shortfall Securities beyond your Entitlement you are deemed to have accepted your Entitlement in full. You should note that the allocation of Shortfall Securities is at the Company’s absolute discretion as per the allocation policy set out in Section 2.3.5. Accordingly, your applicat