PROSPECTUS NOTICE AND ACCESS TERMS

PC Gold Ltd (ACN 609 609 047) (Company) has lodged a prospectus dated 13 August 2025 and a supplementary prospectus dated 10 September 2025 (collectively Prospectus) with the Australian Securities and Investments Commission (ASIC) in relation to the offering of:

• a minimum of 40,000,000 Shares and a maximum of 60,000,000 Shares at a price of $0.25 per Share to raise a minimum of $10,000,000 (before costs) and a maximum of $15,000,000 (before costs);
• 13,909,210 Shares to the Noteholders on the conversion of the Convertible Notes; 
• 18,400,000 Shares to RIVI Gold LLC (or its nominee); and
• 7,000,000 Performance Rights to Eligible Employees,

(together, the Offers).

A copy of the Prospectus is available on this website.  Capitalised terms used, but not defined, have the meaning ascribed to them in the Prospectus.

Neither ASIC nor ASX Limited takes any responsibility for the contents of the Prospectus or for the merits of the investment to which it relates.

To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption on download.

IMPORTANT NOTICES

Applications

Anyone who wants to acquire securities in the Company will need to carefully consider the Prospectus.  Paper copies of the Prospectus and application forms are available free of charge during the period of the Offers by contacting the Company.  If you request a copy of the Prospectus and an application form you are not obliged to apply for securities.

The Corporations Act 2001 (Cth) prohibits any person from passing on to another person an application form unless it is attached to or accompanied by a complete and unaltered version of a prospectus.

The Company will not accept a completed application form if it has reason to believe that the applicant has not received a complete and unaltered copy of the Prospectus.

Persons to whom the Prospectus is available

Access to the electronic version of the Prospectus is only available to persons resident in Australia with a registered address in Australia, from within Australia.  The distribution of the Prospectus in jurisdictions outside of Australia may be restricted by law and persons in such jurisdictions who come into possession of the Prospectus should observe any such restrictions and not distribute this Prospectus to any person outside Australia.  Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

The Prospectus does not constitute an offer or an invitation in any jurisdiction 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 the Prospectus or otherwise permit a public offering of Securities in any jurisdiction outside Australia.  The Prospectus provided on the Company’s website is available to persons accessing this website from within Australia only.  If you are accessing this site from anywhere outside Australia, do not download, print or view the Prospectus accessible through this web page.  By accessing the Prospectus, you acknowledge and confirm that you are accessing this website from within Australia.

This notice does not form part of the Prospectus.  You must read it before you attempt to access the electronic version of the Prospectus on this website and indicate your agreement or otherwise at the bottom of this page.

By clicking “I Accept” below, you acknowledge that:

• You have read and understood the above statements;
• You are an Australian resident and you are requesting a copy of the Prospectus from within Australia;
• You are not in the United States and are not acting for the account or benefit of a person in the United States and will not distribute a copy of the Prospectus and the application form accessed through this page to any person in the United States or any person in any other country outside Australia; and
• You understand that the Securities have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States, and that accordingly the Securities 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.