Announcement PDF ACN 691 820 532 PROSPECTUS For the initial public offering of between 260,000,000 and 300,000,000 Shares in Valiant Gold Limited at an issue price of $0.25 per Share to raise between $65,000,000 and $75,000,000 (before costs) pursuant to the IPO Offer. The IPO Offer set out in this Prospectus includes a Priority Offer to Eligible Westgold Shareholders on the terms detailed in Section 6.6 of this Prospectus. This Prospectus also contains offers of Incentive Performance Rights to Directors and Lead Manager Options to Argonaut in its capacity as lead manager to the IPO Offer. This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this Prospectus. An investment in the Equity Securities offered pursuant to this Prospectus should be regarded as highly speculative in nature. Refer to Section 4 for a summary of the key risks associated with an investment in the Company's Equity Securities. All enquiries in relation to this Prospectus should be directed to the Offer Information Line on 1300 124 484 (from within Australia) or +61 3 9415 4021 (from outside Australia) from 8:30am to 5:00pm (AEDT), Monday to Friday (excluding public holidays). Australian legal advisor Lead Manager i CONTENTS IMPORTANT NOTICES.............................................................................................. 1 LETTER FROM THE NON-EXECUTIVE CHAIRMAN ............................................... 6 IMPORTANT DATES ................................................................................................. 8 KEY OFFER STATISTICS ......................................................................................... 9 1 INVESTMENT OVERVIEW............................................................................ 10 2 COMPANY OVERVIEW................................................................................. 29 3 FINANCIAL INFORMATION.......................................................................... 48 4 RISK FACTORS ............................................................................................ 68 5 KEY PEOPLE, INTERESTS AND CORPORATE GOVERNANCE ............... 79 6 DETAILS OF THE OFFER........................................................................... 100 7 MATERIAL CONTRACTS AND ADDITIONAL INFORMATION ................. 117 8 AUTHORISATION ....................................................................................... 142 9 GLOSSARY ................................................................................................. 143 10 CORPORATE DIRECTORY ........................................................................ 151 ATTACHMENT A ................................................................................................... 152 Mineral Resource Estimate..................................................................................................... 152 ATTACHMENT B ................................................................................................... 392 Independent Technical Expert's Report.................................................................................. 392 ATTACHMENT C ................................................................................................... 513 Solicitor's Tenement Report.................................................................................................... 513 1 IMPORTANT NOTICES Offer The Offer contained in this Prospectus is an invitation for you to apply for Equity Securities in Valiant Gold Limited ACN 691 820 532 (Valiant or Company). This Prospectus is issued by the Company for the purposes of Chapter 6D of the Corporations Act. Refer to Section 6 for further information on the Offer, including the details of the Equity Securities that will be issued under this Prospectus. Offer subject to conditions The Offer contained in this Prospectus is subject to the Offer Conditions described in the Investment Overview and detailed in Section 6.2. No Equity Securities will be issued under this Prospectus until such time as the Offer Conditions are satisfied. In the event that the Offer Conditions are not satisfied then the admission of the Company to the Official List will not proceed, and all Application Monies received will be returned to Applicants without interest in accordance with the Corporations Act. Lodgement and Listing This Prospectus is dated Monday, 16 February 2026 and was lodged with ASIC on that date. The Company will apply to ASX within seven days after the Prospectus Date for admission of the Company to the Official List and quotation of the Shares on the ASX (Listing). Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or for the merits of the investment to which this Prospectus relates. Expiry date No Equity Securities will be issued or transferred on the basis of this Prospectus after the expiry date, being 13 months after the Prospectus Date. Note to Applicants The information contained in this Prospectus is not financial product advice and does not take into account the investment objectives, financial situation or particular needs (including financial and tax issues) of any prospective investor. It is important that you read this Prospectus carefully and in its entirety before deciding whether to invest in the Company. In particular, in considering the prospects of the Company, you should consider the risk factors that could affect the performance of the Company. You should carefully consider these risks in light of your investment objectives, financial situation and particular needs (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, financial adviser, tax adviser or other independent professional adviser before deciding whether to invest in the Equity Securities. Some of the key risk factors that should be considered by prospective investors are detailed in Section 4. There may be risk factors in addition to these that should be considered in light of your personal circumstances. You should also consider the risk factors detailed in Section 4 that could affect the Company’s business, financial condition and proposed operations. No person named in this Prospectus, nor any other person, guarantees the performance of the Company, the repayment of capital by the Company or the payment of a return on the Shares. Exposure Period The Corporations Act prohibits the Company from processing Applications to subscribe for, or acquire, Equity Securities offered under this Prospectus in the seven-day period after the Prospectus Date. This Exposure Period may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period. Photographs and diagrams Photographs and diagrams used in this Prospectus that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses this Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. 2 Disclaimer and forward-looking statements No person is authorised to give any information or make any representation in connection with the Offer 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, the Directors, the Lead Manager or any other person in connection with the Offer. You should rely only on information in this Prospectus when deciding whether to invest in Equity Securities. Except as required by law, and only to the extent so required, neither the Company nor any other person warrants or guarantees the future performance of the Company, or any return on any investment made pursuant to this Prospectus. This Prospectus contains forward-looking statements which are statements that may be identified by words such as “may”, “will”, “would”, “should”, “could”, “believes”, “estimates”, “expects”, “intends”, “plans”, “anticipates”, “predicts”, “outlook”, “forecasts”, “guidance” and other similar words that involve risks and uncertainties. No person who has made any forward- looking statements in this Prospectus (including the Company) has any intention to update or revise forward-looking statements, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, other than to the extent required by law. 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 management of the Company. Forward-looking statements should therefore be read in conjunction with, and are qualified by reference to, the risk factors detailed in Section 4, and other information in this Prospectus. 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, Share Registry and the Lead Manager disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving their holding statement. Argonaut is the Lead Manager to the IPO Offer and, except as detailed in this Prospectus, has not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Prospectus and there is no statement in this Prospectus which is based on any statement made by the Lead Manager or by any of its affiliates or Related Bodies Corporate, or any of their respective officers, directors, employees, partners, advisers or agents. To the maximum extent permitted by law, the Lead Manager, the Co-Manager, and their respective affiliates and Related Bodies Corporate, and any of their officers, directors, employees, partners, advisers or agents expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this Prospectus other than references to their name and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Prospectus. Statements of past performance This Prospectus includes information regarding the past performance of the Company. Investors should be aware that past performance should not be relied upon as being indicative of future performance. Financial information presentation All financial amounts contained in this Prospectus are expressed in Australian dollars and all references to “$” are references to Australian dollars, unless otherwise stated. Any discrepancies between totals and sums and components in tables, figures and diagrams contained in this Prospectus are due to rounding. Section 3 sets out the Financial Information referred to in this Prospectus. The basis of preparation of the Financial Information is detailed in Section 3. The Financial Information has been prepared and presented in accordance with the recognition and measurement principles of AAS (as adopted by the AASB), and the Company's adopted accounting policies. The Financial Information in this Prospectus should be read in conjunction with, and it is qualified by reference to, the information contained in Sections 3 (including the Independent Limited Assurance Report and its appendices) and 4. Electronic Prospectus and Application Forms This Prospectus can be obtained by eligible investors, in electronic form, from the Offer 3 website https://www.computersharecas.com.au/ValiantI PO. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form (free of charge) from the Company's registered office during the Offer Period by contacting the Company. Contact details for the Company and details of the Company's registered office are detailed in the Corporate Directory. The Offer constituted by this Prospectus in electronic form is available only to Australian residents accessing the website within Australia and is not available to persons in any other jurisdictions, including the United States. The electronic copy of this Prospectus is also available from the Company's website at https://www.valiantgold.com.au/ but this version will not include the Application Forms. The Company (or the Lead Manager) will invite certain members of the public to participate in the Offer and will provide those persons with the relevant Application Form, together with a copy of this Prospectus. Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus or in its paper copy form. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus. No general public offer of Shares will be made under the Offer. Members of the public wishing to apply for Shares under the IPO Offer must do so through a Broker with a firm allocation of Shares under the Broker Firm Offer. Taxation The acquisition and disposal of Shares and other Equity Securities under the Offer will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Equity Securities from a taxation viewpoint and generally. The Company does not propose to give any taxation advice and, to the maximum extent permitted by law, the Company, its Directors and other officers and each of their respective advisers accept no responsibility or liability for any taxation consequences of subscribing for Equity Securities under this Prospectus. You should consult your own professional tax advisers in regard to tax implications of the Offer. Competent Persons Statement The Mineral Resources in this Prospectus have been prepared and reported in accordance with the JORC Code. The information in this Prospectus that relates to the estimation and reporting of Mineral Resources at the Reedy Project and the Comet Project is based on information compiled by Ms Jill Irvin, BSc, a Competent Person who is a current Member of the Australian Institute of Geoscientists (MAIG 3035) and Registered Professional Geoscientist (RPGeo 10324). Ms Irvin, Principal Geologist at Entech Pty Ltd ACN 143 135 773, is an independent consultant to Valiant with sufficient experience relevant to the style of mineralisation and deposit type under consideration and to the activities being undertaken to qualify as a Competent Person as defined in the JORC Code. Ms Irvin consents to the inclusion in the Prospectus of matters based on her information, in the form and context in which it appears No cooling off rights Cooling off rights do not apply to an investment in Equity Securities pursuant to the Offer. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted. No offering where illegal This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Equity Securities or the Offer, or to otherwise permit a public offering of the Equity Securities in any jurisdiction outside Australia. The distribution of this Prospectus (including in electronic form) outside Australia is restricted by law and persons who come into possession of this Prospectus outside Australia should observe any such restrictions, including those detailed in Section 7.9. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The IPO Offer is not being extended to any investor outside Australia, except to certain Institutional Investors as part of the Institutional Offer. Refer to Section 7.9 for further details on the selling restrictions that apply to the IPO Offer and sale of Shares in jurisdictions outside Australia. The Shares have not been, and will not be, registered under the US Securities Act of 1933, 4 as amended (US Securities Act) or the securities laws of any state or other jurisdiction in the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. The Shares may be offered and sold in the United States only to “institutional accredited investors” (IAIs, within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9) and (12) under the US Securities Act). This Prospectus may only be distributed in the United States to IAIs only if this Prospectus is accompanied by the US Offering Circular. Privacy By completing an Application Form, you are providing personal information to the Company through the Share Registry, which is engaged by the Company to manage Applications. The Company and the Share Registry on their behalf, and their agents and service providers may collect, hold, disclose and use that personal information to process your Application, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration, and for other purposes related to your investment listed below. If you do not provide the information requested in the Application Form, the Company and the Share Registry may not be able to process or accept your Application. Once you become a holder of Equity Securities in the Company, the Corporations Act and Australian taxation legislation require information about you (including your name, address and details of the Equity Securities you hold) to be included on the registers of Equity Securities maintained by, or on behalf of, the Company (including the Register). In accordance with the requirements of the Corporations Act, information on such registers will be accessible by members of the public. The information must continue to be included on such registers if you cease to be a holder of Equity Securities. The Company and the Share Registry may disclose your personal information for purposes related to your investment to their agents and service providers including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth): (a) the Share Registry for ongoing administration of the Register; (b) the Lead Manager to assess your Application; (c) market research companies for analysing the Shareholder base; and (d) legal and accounting firms, auditors, management consultants and other advisers for administering, and advising on, the Shares and for associated actions. The Company’s agents and service providers may be located outside Australia where your personal information may not receive the same level of protection as that afforded under Australian law. You may request access to your personal information held by or on behalf of the Company. You may be required to pay a reasonable charge to the Share Registry in order to access your personal information. You can request access to your personal information or obtain further information about the Company’s privacy practices by contacting the Share Registry as follows: Telephone: +61 3 9415 4000 or 1300 850 505 (toll free within Australia) Email: privacy@computershare.com.au. The Company aims to ensure that the personal information it retains about you is accurate, complete and up to date. To assist with this, please contact the Company or the Share Registry if any of the details you have provided change. Financial Services The provider of the Independent Limited Assurance Report is required to provide Australian retail clients with a Financial Services Guide in relation to that review under the Corporations Act. The Independent Limited Assurance Report and accompanying Financial Services Guide is provided in Section 3. Intellectual Property This Prospectus may contain trademarks of third parties, which are the property of their respective owners. Third-party trademarks used in this Prospectus belong to the relevant owners and use is not intended to represent sponsorship, approval or association by or with the Company. Company website Any references to documents included on the Company’s website are provided for convenience only, and none of the documents or other information on the Company’s website, or 5 any other website referred in this Prospectus, is incorporated in this Prospectus by reference. Defined terms and abbreviations Defined terms and abbreviations used in this Prospectus, unless specified otherwise, have the meaning given in the Glossary in Section 9. Unless otherwise stated or implied, references to times in this Prospectus are to Australian Western Standard Time. Unless otherwise stated or implied, references to dates or years are calendar year references. Questions If you have any questions in relation to the Offer, contact the Offer Information Line on 1300 124 484 (from within Australia) or +61 3 9415 4021 (from outside Australia) from 8:30am to 5:00pm (AEDT), Monday to Friday (excluding public holidays). This document is important and should be read in its entirety. 6 LETTER FROM THE NON-EXECUTIVE CHAIRMAN Dear Investor On behalf of the Board, I am pleased to offer you the opportunity to become a shareholder of Valiant Gold Limited (Valiant or the Company). This Offer represents a significant milestone as we advance our strategy of developing a gold-focused company with scale, quality and growth potential. This Offer represents an outstanding opportunity to invest in a well-funded, gold focused company with near term production potential and clearly identified development and exploration upside - commencing its corporate life with: • proven operating assets located in the heart of the Murchison Goldfield; • a combined mineral resource of 15.6 Mt @ 2.4 g/t Au for 1.2 Moz1; • access to ore processing facilities that enable the Company to sell its ore without the need to construct its own facilities; • an experienced board and senior management team with complementary skill sets; and • an Enterprise Value/Resource of approximately $50/oz based on the terms and conditions of this Offer. Our ultimate objective is to be a leading ASX-listed gold producer. The Company was incorporated as an indirect wholly owned Subsidiary of Westgold Resources Limited (Westgold) (ASX: WGX, TSX:WGX) for the sole purpose of demerging Westgold's Reedy Project and Comet Project (together, the Projects), located in the Murchison region of Western Australia. The Reedy Project has historically produced ~820koz @ 3.8g/t Au and the Comet Project has historically produced ~256koz @ 2.77g/t Au, with two underground mines placed on care and maintenance by Westgold in Q1 of FY2023. The demerger of the Projects into Valiant presents an opportunity to bring forward value from these assets by establishing an independent team dedicated to recommencing mining, drilling and resource expansion, as well as leveraging off Westgold's nearby processing infrastructure to accelerate the restart of mining from the Projects. Refer to Section 2.3 for further information regarding the Projects. On 15 December 2025, Westgold announced its intention to demerge the Projects into Valiant by way of an asset sale agreement (Demerger). The Demerger is conditional upon, amongst other matters, Valiant obtaining an ASX conditional admission letter in relation to its application for admission to the Official List, Valiant receiving valid applications for not less than $65 million under the IPO Offer and completion occurring in accordance with the Acquisition Agreement. Valiant entered into an asset sale agreement with Westgold's wholly owned Subsidiary, Big Bell Gold Operations Pty Ltd (BBGO), on 23 December 2025 (Acquisition Agreement) pursuant to which Valiant has agreed to acquire the Projects and associated assets in consideration for 240,000,000 Shares. Completion under the Acquisition Agreement is subject to, and conditional upon, the satisfaction (or waiver) of certain conditions, including (amongst others) Valiant receiving valid applications for not less than $65 million under the IPO Offer and the parties obtaining all regulatory and third-party approvals. Refer to Section 7.1 for further information regarding the Acquisition Agreement, and the Demerger Deed entered into between Westgold and Valiant. Valiant has also entered into an ore purchase agreement with BBGO (Ore Purchase Agreement or OPA) on arm's length terms pursuant to which Valiant will sell, and BBGO will purchase, Ore mined from the Projects, which meets the specifications set out in the OPA, for processing on a co-mingling basis at BBGO's Meekatharra processing hub. Between 15,000 to 50,000 Wet Tonnes of Ore per month is available to be delivered to BBGO's Meekatharra processing hub, subject to meeting minimum specifications and the other terms and conditions of the OPA. Refer to Sections 2.6 and 7.1(c) for further information regarding the Ore Purchase Agreement. 1 Refer to Attachment A for further information regarding the Mineral Resource estimates for the Projects. 7 The Acquisition Agreement grants Valiant a licence to access and enter the Tenements prior to completion under the Acquisition Agreement to conduct preliminary works. Given that the Comet and South Emu– Triton underground mines were in operation as recently as FY2023, Valiant has identified a number of opportunities to accelerate exploration works that are required to inform a potential future decision to recommence mining operations. These activities relate to the potential commencement of dewatering of the Comet mine to provide access to underground drilling positions, along with resource extension drilling from surface at South Emu-Triton. Valiant has also identified the historic Boomerang-Kurara mine as a priority for investigation of an open pit cut back opportunity given the current high gold prices. In parallel with the Demerger, Valiant intends to seek admission to the Official List of ASX and, for this purpose, is undertaking this initial public offering to raise between $65,000,000 and $75,000,000 (before costs) via the issue of between 260,000,000 Shares and 300,000,000 Shares at an issue price of $0.25 per Share (IPO Offer). The IPO Offer comprises: • a priority offer to Eligible Westgold Shareholders to raise approximately $20 million (before costs); and • an Institutional Offer and Broker Firm Offer to raise between $45 million and $55 million (before costs). On completion of the Demerger and the IPO Offer, Valiant will be poised to unlock value from its portfolio of historically productive gold assets by: • commencing activities designed to restart production and unlocking the pathway to cashflow via the OPA; and • further developing the Projects and advancing exploration. The Company has 18 months from the date the OPA Conditions are satisfied to commence first delivery of Ore to BBGO under the OPA, otherwise BBGO will have a termination right, unless such timeframe is mutually extended. As such, the Company will keep the market informed as to progress of the Projects towards achieving that important milestone. This Prospectus contains important information regarding the Offer and the current and proposed operations of the Company. Further, an investment in the Company is subject to a range of risk factors detailed in Section 4, including risks in respect to failure to complete under the Acquisition Agreement, failure to meet the ore specifications under the OPA, termination of the OPA in accordance with its terms, future capital requirements, title risks, exploitation and exploration risks, operational and environmental risks. It is important that you read this Prospectus in its entirety before deciding whether to invest in Valiant and to consult with, and seek professional guidance from, your stockbroker, accountant, lawyer, financial adviser, tax adviser or other independent professional adviser in connection with the Offer. On behalf of the Board, I look forward to welcoming you as a shareholder of Valiant. Yours sincerely, Derek La Ferla Non-Executive Chairman Valiant Gold Limited 8 IMPORTANT DATES Prospectus Date Monday, 16 February 2026 Priority Offer Record Date 7:00pm (AEDT) on Friday, 20 February 2026 Priority Offer Opening Date 9:00am (AEDT) on Tuesday, 24 February 2026 Broker Firm Offer Opening Date 9:00am (AEDT) on Wednesday, 4 March 2026 Priority Offer Closing Date 5:00pm (AEDT) on Friday, 6 March 2026 Institutional Offer Opening Date 9:00am (AEDT) on Monday, 9 March 2026 Broker Firm Offer Closing Date 5:00pm (AEDT) on Tuesday, 10 March 2026 Institutional Offer Closing Date 5:00pm (AEDT) on Tuesday, 10 March 2026 Completion under the Acquisition Agreement Friday, 13 March 2026 Settlement Wednesday, 18 March 2026 Issue of Shares under the IPO Offer Thursday, 19 March 2026 Expected dispatch of holding statements Friday, 20 March 2026 Expected commencement of trading of Shares on ASX on a normal settlemen