Pre-Quotation Disclosure
Released
Released
Announcement PDF
A Valiant Gold Limited, Level 13, 200 St Georges Terrace Perth WA 6000 | W valiantgold.com.au | Pg 1
Pre-Quotation Disclosure
25 March 2026
Valiant Gold Limited (ASX: VAL) (Valiant or the Company) provides the following pre-quotation
disclosures and confirmations to the Australian Securities Exchange (ASX) to satisfy the conditions for
official quotation on ASX of the Company's fully paid ordinary shares.
Unless otherwise specified, capitalised terms used in this announcement have the same meaning given to
them in the Prospectus issued by the Company and lodged with the Australian Securities and Investments
Commission (ASIC) on 16 February 2026 (as amended by the Supplementary Prospectus dated and
lodged with ASIC on 20 February 2026) (Prospectus).
1 Completion of the Offer
The Company confirms that:
(a) the Offer made under the Prospectus has closed and was fully subscribed up to the
Maximum Subscription;
(b) the conditions precedent to the Acquisition Agreement, as detailed in Section 7.1(a) of the
Prospectus, have been satisfied or waived and completion of the Acquisition Agreement
occurred on 12 March 2026;
(c) the conditions precedent to the Demerger Deed, as detailed in Section 7.1(b) of the
Prospectus, have been satisfied without waiver and completion of the Demerger Deed has
occurred; and
(d) it has completed the issue of the following securities:
(i) the issue of 300,000,000 Shares at an issue price of $0.25 per Share pursuant to
the IPO Offer;
(ii) the issue of 6,750,000 Incentive Performance Rights to the Directors, Messrs
Derek La Ferla, Brendan Tritton, Simon Rigby and Anthony Chamberlain,
pursuant to the Incentive Performance Rights Offer; and
(iii) the issue of 2,000,000 Lead Manager Options to the Lead Manager, Argonaut
Securities Pty Limited, pursuant to the Lead Manager Offer.
2 Capital Structure
The Company's capital structure as at the Admission Date is as follows:
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Description Number
Shares 1 540,000,100
Performance Rights 2 6,750,000
Options 3 2,000,000
Notes:
1. Fully paid ordinary shares in the Company. The rights attaching to the Shares are detailed in Section 7.2
of the Prospectus.
2. Offered under the Incentive Performance Rights Offer, the terms of which are detailed in Sections 6.10
and 7.3 of the Prospectus.
3. Offered under the Lead Manager Offer, the terms of which are detailed in Sections 6.11 and 7.4 of the
Prospectus.
3 Restricted Securities
The table below details those Equity Securities (which are included in the capital structure above)
that are subject to ASX-imposed escrow restrictions for the periods detailed below.
Security Number Escrow Period
Shares 1 240,000,100
24 months from the date Valiant's Shares are quoted
on the ASX for the first time
Performance Rights 2 6,750,000
24 months from the date Valiant's Shares are quoted
on the ASX for the first time
Options 3 2,000,000
24 months from the date Valiant's Shares are quoted
on the ASX for the first time
Notes:
1. Comprises 100 Shares issued to Big Bell Gold Operations Pty Ltd (BBGO) following incorporation of
Valiant and 240,000,000 Shares issued to BBGO pursuant to the Acquisition Agreement as
consideration for the acquisition of the Projects. Refer to Section 7.1(a) of the Prospectus for further
information regarding the Acquisition Agreement.
2. Issued pursuant to the Incentive Performance Rights Offer, the terms of which are detailed in Sections
6.10 and 7.3 of the Prospectus.
3. Issued pursuant to the Lead Manager Offer, the terms of which are detailed in Sections 6.11 and 7.4 of
the Prospectus.
4 Use of Funds
The table below details the intended use of funds following the Company's admission to the
Official List based on the actual amount of funds raised under the IPO Offer, being the Maximum
Subscription:
Item ($ million) %
Resource Drilling 12.5 16.03
Exploration 15 19.23
Studies 0.7 0.90
Comet & South Emu mine restarts 21 26.92
Tenement Costs 3 3.85
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Repayment of the Facility1 3 3.85
Landholder Duty 3.1 3.97
Working capital2 15.6 20.00
Costs of Offer and Listing and other
expenses (including of the Demerger)
4.1 5.26
Total3
78 100
Notes:
1. Westgold has provided an unsecured, interest-free Facility to Valiant up to a maximum of $3 million.
Refer to Section 7.1(d) of the Prospectus for further information regarding the Facility.
2. Working capital comprises of payments to mining and service contractors, corporate and site overhead
costs, supporting operational costs and administrative costs.
3. Any minor summation inconsistencies are due to rounding.
5 Pro Forma Statement of Financial Position
Attached as Annexure A is the updated pro forma statement of financial position of the Company
based on the actual amount of funds raised under the IPO Offer, being the Maximum
Subscription.
6 Top 20 Holders
Attached as Annexure B is a statement of the 20 largest holders of Shares based on the
Company's register of shareholders as at 19 March 2026, categorised by the number and
percentage of issued Shares held by those holders.
7 Distribution Schedule
Attached as Annexure C is a distribution schedule of the number of holders of Shares based on
the Company's register of shareholders as at 19 March 2026, categorised by the size of their
indicative holdings.
8 ASX Waivers
ASX has granted the Company a waiver from Listing Rule 1.1 Condition 12 to permit the
Company to issue or have on issue 6,750,000 Incentive Performance Rights issued to directors
with a nil exercise price on the condition that the full terms and conditions of the Incentive
Performance Rights are clearly disclosed in the Prospectus (refer to Section 7.3 of the
Prospectus) and the Company releases this pre-quotation disclosure announcement to the market
disclosing the nature and effect of the waiver and the Company's reasons for seeking the waiver.
ASX Listing Rule 1.1, Condition 12 provides that for an entity to be admitted to the official list of
ASX, the exercise price for any options on issue in the entity must be at least 20 cents in cash
(Minimum Exercise Price Rule). This rule supports ASX Listing Rule 2.1, Condition 2, which
requires the issue price or sale price of all securities for which an entity is seeking quotation
(except options) upon admission to the official list to be at least 20 cents in cash.
In light of the Company's capital structure being comprised of, amongst other equity securities, the
Incentive Performance Rights, the Company requested a waiver of Listing Rule 1.1, Condition 12
to the extent necessary to permit the Company to have the Incentive Performance Rights on issue
with an exercise price below the Minimum Exercise Price Rule.
In support of the request for this waiver, the Company submitted that:
(a) the vesting of the Incentive Performance Rights are subject to a bona fide conversion
milestone linked to the Company's growth and increased value;
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(b) the Incentive Performance Rights on issue will represent a small proportion of
approximately 1.25% in aggregate of the Company's issued share capital upon completion
of the IPO (on an undiluted basis, based on the Maximum Subscription), which is not
considered to be material and therefore will not undermine the Minimum Exercise Price
Rule;
(c) the Incentive Performance Rights will be escrowed for a period of 24 months,
commencing on the date the Shares are quoted on the ASX for the first time, under
Chapter 9 of the ASX Listing Rules, and therefore there will be no immediate realisable
benefit to any of the holders upon completion of the transaction as the Shares issued on
conversion of the Incentive Performance Rights will not be able to be sold for 24 months
after the date of Valiant's quotation on the ASX;
(d) the issue of the Incentive Performance Rights and the vesting conditions are disclosed in
the Prospectus (see Section 7.3 of the Prospectus); and
(e) the Incentive Performance Rights comply with ASX Guidance Note 19.
Pursuant to the waiver, the Company has issued an aggregate of 6,750,000 Incentive
Performance Rights with a nil exercise price to Valiant's Directors (or their respective nominees)
as follows:
Recipient Position Tranche 1
Incentive
Performance
Rights 1
Tranche 2
Incentive
Performance
Rights 2
Tranche 3
Incentive
Performance
Rights 3
Tranche 4
Incentive
Performance
Rights 4
Total
Brendan
Tritton
Managing
Director
500,000 750,000 750,000 1,000,000 3,000,000
Derek La
Ferla
Non-
Executive
Chairman
250,000 250,000 250,000 500,000 1,250,000
Simon Rigby Non-
Executive
Director
250,000 250,000 250,000 500,000 1,250,000
Anthony
(Tony)
Chamberlain
Non-
Executive
Director
250,000 250,000 250,000 500,000 1,250,000
TOTAL 6,750,0005
Notes:
1. Incentive Performance Rights which vest upon Valiant making the first delivery of Ore under the OPA,
and expiring two years from the date of issue.
2. Incentive Performance Rights which vest upon Valiant achieving 25,000oz of gold production, and
expiring three years from the date of issue.
3. Incentive Performance Rights which vest upon Valiant delineating and announcing a total of 1.0Moz
Measured and Indicated gold Mineral Resource at a cut-off grade of 0.5 g/t open pit and 1.5 g/t
underground, as signed off by an independent Competent Person under the JORC Code, and expiring
three years from the date of issue.
4. Incentive Performance Rights which vest upon Valiant achieving a $750M market capitalisation (on an
undiluted basis) for >20 consecutive trading days post the Admission Date, and expiring five years from
the date of issue.
5. The Incentive Performance Rights, and Shares issued upon conversion of the Incentive Performance
Rights, will be subject to ASX-imposed escrow for a period of 24 months from the date Valiant's Shares
are quoted on the ASX for the first time. Refer to Section 6.16 of the Prospectus and paragraph 3 of this
announcement for further information.
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ASX has also confirmed that the terms of the Incentive Performance Rights are appropriate and
equitable for the purposes of Listing Rule 6.1, subject to the following conditions:
(i) the Company making certain disclosures in the Prospectus as contained in
Sections 6.10 and 7.3 of the Prospectus;
(ii) the Company making an announcement immediately upon the satisfaction of any
milestones, upon the conversion of any of the Incentive Performance Rights and
the expiry of any of the Incentive Performance Rights;
(iii) the Company not changing the terms and conditions of the Incentive Performance
Rights including, without limitation, the relevant milestones that have to be
satisfied before each Incentive Performance Right converts into a Share, without
ASX's and Shareholders prior approval;
(iv) upon conversion of the Incentive Performance Rights into Shares, the Company
applying for quotation of such Shares within the requisite time period; and
(v) the Company disclosing in each annual report in respect of any period during
which any of the Incentive Performance Rights remain on issue or were converted
or cancelled:
(A) the number of Incentive Performance Rights on issue during the relevant
period;
(B) a summary of the terms and conditions of the Incentive Performance
Rights, including the number of Shares into which they are convertible
and the relevant milestones;
(C) whether any of the Incentive Performance Rights were converted or
cancelled during that period; and
(D) whether any milestones were met during the period.
9 Statement regarding the Tenements
The Company confirms that there are no legal, regulatory, statutory or contractual impediments to
the Company entering and carrying out exploration activities on the Reedy or Comet Projects
(specifically, the tenements referred to in Schedule 1 of the Solicitor's Tenement Report in
Attachment C of the Prospectus) such that the Company will be able to spend its cash in
accordance with its commitments for the purposes of Listing Rule 1.3.2(b).
10 Statement regarding status of Expenditure Exemption and Conversion Applications
The Company refers to section 4.15 of the Solicitor's Tenement Report in Attachment C of the
Prospectus which disclosed the status of the expenditure exemption applications with respect to
certain Tenements (being, M20/420, M20/421, M20/496 and M51/675) (Exemption
Applications).
The Company advises that as at the date of this announcement, the status of the Exemption
Applications are as follows:
Tenement Exemption
Application Amount
Exemption
Application
Lodgement Date
Status of Exemption
Application
M20/420 $47,100 15.01.2026 Pending
M20/421 $68,400 15.01.2026 Pending
M20/496 $12,600 17.11.2025 Granted on 27.01.2026
M51/675 $20,700 15.01.2026 Pending
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The exemptions are sought under section 102(2)(h) of the Mining Act on the basis that the
aggregate exploration for combined reporting group C44/2006 (which the above Tenements all
form part of) for the 2025 tenement year would have exceeded the minimum expenditure
commitment for those Tenements if such expenditure was apportioned between the combined
reporting group tenements. The Exemption Applications are pending consideration by the
Minister. As at the date of this announcement, Valiant is not aware of any reason why the Minister
would not grant the Exemption Applications.
The Company refers to sections 4.7 to 4.9 of the Solicitor's Tenement Report in Attachment C of
the Prospectus, which provides an overview of the status of M20/561 (applied for in conversion of
Prospecting Licence 20/2243) (Conversion Application). As at the date of this announcement:
(a) the Conversion Application is pending and has not yet been granted;
(b) the Conversion Application has been assessed for recommendation under the Mining Act;
(c) no third party Mining Act objections were lodged against the Conversion Application and
the relevant period to lodge objections has closed; and
(d) the Conversion Application is currently progressing through the right to negotiate
procedure under the Native Title Act 1993 (Cth).
In order for the Conversion Application to be granted, Valiant will need to seek to negotiate with
the Yugunga-Nya People (as the relevant native title party), with a view to reaching agreement on
the grant of the Conversion Application. These negotiations will be undertaken in the ordinary
course of business and Valiant will keep the market informed on the material developments of the
Conversion Application.
This announcement has been authorised for release by the board of directors of Valiant Gold Limited.
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Annexure A – Updated Pro Forma Statement of Financial Position
The Company's updated Pro Forma Statement of Financial Position based on the actual amount of funds raised under the IPO Offer (being, the Maximum
Subscription) is detailed in table below. The notes to the Pro Forma Statement of Financial Position contained in Section 3.7(b) of the Prospectus apply equally to
the table below.
Pro Forma Adjustments
31 December
2025
‘$
Transfer of
Asset and
Liabilities b
‘$
IPO Capital
Raise a
‘$
Estimate
Stamp Duty c
‘$
Lead Manager
Options and
Fees
e & f
‘$
Transactional
Costs
‘$
Debt
Repayment
post IPO g
‘$
Unaudited
Proforma
Balance
‘$
CURRENT ASSETS
Cash and cash equivalents 995,754 - 75,000,000 - (3,375,000) (374,808) (1,000,000) 71,245,946
Total current assets 995,754 - 75,000,000 - (3,375,000) (374,808) (1,000,000) 71,245,946
NON-CURRENT ASSETS
Mine properties and
development
- 8,578,045 - - - - - 8,578,045
Exploration and evaluation
expenditure
- 25,695,681 - - - - - 25,695,681
Total non-current assets - 34,273,726 - - - - - 34,273,726
TOTAL ASSETS 995,754 34,273,726 75,000,000 - (3,375,000) (374,808) (1,000,000) 105,519,672
CURRENT LIABILITIES
Trade and other payables 265,591 - - 3,100,000 - 363,840 - 3,729,431
Interest-bearing loans and
borrowings
1,000,000 - - - - - (1,000,000) -
Total current liabilities 1,265,591 - - 3,100,000 - 363,840 (1,000,000) 3,729,431
NON-CURRENT LIABILITIES
Provisions - 12,902,611 - - - - - 12,902,611
Deferred Tax Liabilities - 8,541,887 - - (1,012,500) - - 7,529,387
Total non-current liabilities - 21,444,498 - - (1,012,500) - - 20,431,998
TOTAL LIABILITIES 1,265,591 21,444,498 - 3,100,000 (1,012,500) 363,840 (1,000,000) 24,161,429
NET (LIABILITIES)/ASSETS (269,837) 12,829,228 75,000,000 (3,100,000) (2,362,500) (738,648) - 81,358,243
EQUITY
Issued capital 1 12,829,228 75,000,000 - (2,362,500) - - 85,466,729
Accumulated loss (269,838) - - (3,100,000) 206,500 (738,648) - (3,901,986)
Shared Based Payment - - - - (206,500) - - (206,500)
TOTAL EQUITY (269,837) 12,829,228 75,000,000 (3,100,000) (2,362,500) (738,648) - 81,358,243
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Annexure B – Statement of Top 20 Shareholders
1. 240,000,100 44.44
2. 46,813,072 8.67
3. 43,343,224 8.03
4. 26,247,458 4.86
5. 18,222,552 3.37
6. 13,809,417 2.56
7. 7,810,096 1.45
8. 5,837,067 1.08
9. 4,961,276 0.92
10. 4,923,920 0.91
11. 4,534,070 0.84
12. 3,997,201 0.74
13. 3,989,706 0.74
14. 3,942,523 0.73
15. 2,800,000 0.52
16. 2,000,000 0.37
17. 1,994,853 0.37
18. 1,400,000 0.26
19. 1,197,153 0.22
20. 860,792 0.16
438,684,480 81.24
101,315,620 18.76
SEASIDE TECHNOLOGIES PTY LTD
G&M DAVISON SUPERFUND PTY LTD <DAVISON SUPER FUND A/C>
TOTALS: TOP 20 HOLDERS OF ORDINARY FULLY PAID SHARES
TOTAL REMAINING HOLDERS BALANCE
RICHLINK CAPITAL INVESTMENTS PTY LTD <RICHLINK OPPORTUNITY A/C>
1215 CAPITAL PTY LTD
ARGONAUT PARTNERS PTY LIMITED
JOJO ENTERPRISES PTY LTD <SFI FAMILY A/C>
NETWEALTH INVESTMENTS LIMITED <WRAP SERVICES A/C>
MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED <NO 1 ACCOUNT>
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED <NT-COMNWLTH SUPER CORP A/C>
MINCO PTY LTD <MINCO FAMILY A/C>
BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT>
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV LTD>
UBS NOMINEES PTY LTD
BIG BELL GOLD OPERATIONS PTY LTD
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
VALIANT GOLD LIMITED ORDINARY FULLY PAID SHARES AS AT 19 MARCH 2026
TOP 20 SHAREHOLDERS
Rank Name Shares % of Shares
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Annexure C – Distribution Schedule of Shareholders
Total 1,691 540,000,100 100.00
100,001 - 9,999,999,999 157 471,499,851 87.31
5,001 - 10,000 24 193,790 0.04
10,001 - 100,000 1,496 68,249,672 12.64
1 - 1,000 0 0 0.00
1,001 - 5,000 14 56,787 0.01
VALIANT GOLD LIMITED ORDINARY FULLY PAID SHARES AS AT 19 MARCH 2026
DISTRIBUTION SCHEDULE
Range Total holders Shares % of Issued Capital
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