Letter to Ineligible Shareholders
5 June 2026
Dear Shareholder
VRX SILICA LIMITED – ENTITLEMENT OFFER
As announced on 27 May 2026, VRX Silica Limited (ACN 142 014 873) (VRX) is undertaking a
renounceable pro rata entitlement issue of one (1) fully paid ordinary share in the capital of the
Company (Share) for every five (5) Shares held by eligible shareholders at an issue price of $0.04
per Share together with one (1) free option for every two (2) Shares applied for and issued to raise
up to approximately $6,232,199 (based on the number of Shares on issue as at the date of the
Prospectus) (the Entitlement Offer).
The Company lodged a prospectus for the Offer (Prospectus) with ASIC and ASX on 28 May 2026.
The Offer is partially underwritten by Mahe Capital Pty Ltd (ACN 634 087 684) (Underwriter). The
Company will offer up to three (3) options for every one dollar ($1) raised (Underwriting Options)
up to a maximum of 10,000,000 Underwriting Options (Underwriting Options Offer). The
Entitlement Offer and Underwriting Options Offer are herein collectively referred to as the Offers.
The Company intends to apply the funds raised from the Offers (less expenses) towards early
works and finalising detailed engineering at the Arrowsmith North silica sand project, funding
towards the purchase of Arramall farm, refreshed studies and works at the Muchea silica sand
project and working capital. For further specifics of the use of funds please refer to section 3 of the
Prospectus.
Following completion of the Offer, assuming any shortfall is subsequently placed and the full
subscription is raised, the Company will have issued approximately 155,804,987 Shares and
87,902,494 Options resulting in total Shares on issue of 934,829,922 and total Options on issue
of 131,302,494.
Ineligible shareholders
A Shareholder who has a registered address outside Australia, New Zealand, Germany and the
United Kingdom (Ineligible Shareholder) will not be eligible to participate in the Offers.
You are not eligible to participate in the Offers and you will not be sent a copy of the Prospectus.
This decision has been made pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules after taking
into consideration the costs of complying with legal and regulatory requirements in jurisdictions
outside of Australia, New Zealand, Germany and the United Kingdom compared with the small
number of Ineligible Shareholders and the number and value of Shares and Attaching Options to
which they would otherwise be entitled.
The Company has appointed the Underwriter (Nominee) as nominee pursuant to ASX Listing Rule
7.7 to sell the rights to subscribe for Shares pursuant to the Prospectus (Entitlements) to which
Ineligible Shareholders are entitled. The Nominee will have the absolute and sole discretion to
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determine the timing and price at which the Entitlements may be sold and the manner of any such
sale.
Any interest earned on the proceeds of the sale of these Entitlements will firstly be applied against
expenses of such sale, including brokerage, and any balance will accrue to Ineligible
Shareholders.
The net proceeds of the sale of these Entitlements will then be forwarded by the Company as soon
as practicable to the Ineligible Shareholders, in proportion to their share of such Entitlements (after
deducting brokerage commission and other expenses). If any such net proceeds of sale are less
than the reasonable costs that would be incurred by the Company for distributing those proceeds,
such proceeds may be retained by the Company.
Notwithstanding that the Nominee may sell Entitlements, Ineligible Shareholders may nevertheless
receive no net proceeds if the costs of the sale are greater than the sale proceeds.
There is no guarantee that the Nominee will be able to sell Entitlements of Ineligible Shareholders
on ASX and Ineligible Shareholders may receive no value for the Entitlements. Both the Company
and the Nominee take no responsibility for the outcome of the sale of such Entitlements or the
failure to sell such Entitlements.
Important notice to nominees and custodians: Nominees and custodians should not forward
this letter or any materials relating to the Entitlement Offer to any person with a registered address
outside of Australia, New Zealand, Germany or the United Kingdom.
If you have any questions, you should seek advice from your stockbroker, accountant or other
independent professional adviser or call the Offer Information Line on 1300 850 505 (within
Australia) or +61 3 9415 4000 (outside of Australia) at any time between 8:30am to 5:00pm (AEST)
Monday to Friday.
Yours sincerely
Paul Boyatzis
Chairman
VRX Silica Limited
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