Announcement PDF ACN 614 175 923 OFFER DOCUMENT For a non-renounceable pro-rata entitlement offer of New Shares at an issue price of $0.48 each, on the basis of one (1) New Share for every ten (10) Shares held on the Record Date (Entitlement Offer). This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or other professional adviser without delay. This Offer Document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this Offer Document. The Entitlement Offer opens at 10:00am (AWST) on 29 July 2025 and closes at 5:00pm (AWST) on 12 August 2025. Valid acceptances must be received before the Entitlement Offer closes. Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement. NOT FOR RELEASE INTO THE UNITED STATES OR TO U.S. PERSONS OR IN ANY JURISDICTION WHERE THIS DOCUMENTATION DOES NOT COMPLY WITH THE RELEVANT REGULATIONS IMPORTANT INFORMATION This Offer Document is issued pursuant to section 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) for the offer of New Shares without disclosure to investors under Part 6D.2 of the Corporations Act. This Offer Document has been prepared by Horizon Gold Limited ACN 614 175 923 and was lodged with ASX on 21 July 2025. ASX takes no responsibility for the content of this Offer Document. No party other than the Company has authorised or caused the issue of this Offer Document, or takes any responsibility for, or makes, any statements, representations or undertakings in this Offer Document. No person is authorised to give any information or to make any representation in connection with the Offers which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers. Status of Offer Document The Offers are being made pursuant to provisions of the Corporations Act which allows rights issues to be offered without a prospectus. Neither this Offer Document nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC. This Offer Document is not a prospectus under the Corporations Act and no prospectus for the Offers will be prepared. This document does not contain, or purport to contain, all of the information that a prospective investor may require in evaluating an investment in the Company. This Offer Document 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, including the announcements made by the Company on the ASX platform. All announcements made by the Company are available at www.horizongold.com.au and www.asx.com.au. This Offer Document does not contain financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. After reading the Offer Document (in particular, the "Risk Factors" referred to in Section 3), if you have any questions about the Offers, you should contact your stockbroker, accountant or other independent professional adviser. Eligibility The Acceptance Form accompanying this Offer Document is important. Applications for New Shares under the Offers can only be made by BPAY® or EFT payment in accordance with the instructions provided in the Acceptance Form, as sent with this Offer Document. Accordingly, there is no need to return an Acceptance Form. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement. Please refer to the instructions in Section 2 regarding the acceptance of your Entitlement and completion of the Entitlement and Acceptance Form. By making payment by BPAY® or EFT, you acknowledge that you have received and read this Offer Document and you have acted in accordance with the terms of the Offers detailed in this Offer Document. No updates to Offer Document The information in this Offer Document may not be complete and may be changed, modified or amended at any time by the Company, and is not intended to, and does not, constitute representations and warranties of the Company. Neither the Company, nor any other advisor of the Company intends to update this Offer Document or accepts any obligation to provide the recipient with access to information or to correct any additional information or to correct any inaccuracies that may become apparent in the Offer Document or in any other information that may be made available concerning the Company. Potential investors should conduct their own due diligence investigations regarding the Company. i Ineligible Shareholders Unless the Directors determine otherwise, the Offers are not being extended and any New Shares will not be issued to Shareholders with a registered address which is outside Australia, New Zealand and Bermuda. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than those mentioned above) having regard to the number of overseas Shareholders, the number and value of New Shares those Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. No action has been taken to permit the offer of New Shares under this Offer Document in any jurisdiction other than Australia, New Zealand or Bermuda. The distribution of this Offer Document in jurisdictions outside Australia, New Zealand or Bermuda may be restricted by law and therefore persons outside of Australia, New Zealand or Bermuda and into whose possession this document comes should seek advice on, and observe any such, restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. Applications from Shareholders with a registered address in a jurisdiction other than Australia, New Zealand or Bermuda will not be accepted. This Offer Document does not constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Offer Document. Notice to nominees and custodians Shareholders with an address on the Share register in Australia, New Zealand or Bermuda holding Shares on behalf of persons who are resident in other jurisdictions are responsible for ensuring that taking up any New Shares does not breach regulations in the relevant jurisdiction. Payment by BPAY® or EFT in accordance with the instructions provided in the Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations. The Company is not required to determine whether or not any registered holder is acting as a nominee or custodian or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Entitlement Offer is compatible with applicable foreign laws. The Company is not able to advise on foreign laws. Eligible Shareholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed. Speculative investment An investment in New Shares should be considered highly speculative. Refer to Section 3 for details of the key risks applicable to an investment in the Company. Persons wishing to apply for New Shares should read this Offer Document in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of the Company and the rights and liabilities attaching to New Shares. This Offer Document does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, their individual risk profile for speculative investments, investment objectives and individual financial circumstances. If persons considering applying for New Shares have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser. There is no guarantee that New Shares will make a return on the capital invested, that dividends will be paid on the New Shares or that there will be an increase in the value of the New Shares in the future. Privacy The Company collects information about each Applicant provided on an Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company. By making payment by BPAY® or EFT, each Applicant agrees that the Company may use the information provided by an Applicant on the Acceptance Form for the purposes detailed in this Offer Document and may disclose it for those purposes to the Share Registry, the Company’s related bodies corporate, agents, ii contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities. If you do not follow the instructions provided in the Acceptance Form, the Company may not be able to accept or process your Application. An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office. Website No document or information included in the Company's website is incorporated by reference into this Offer Document. Currency All financial amounts contained in this Offer Document are expressed as Australian dollars unless otherwise stated. Rounding Any discrepancies between totals and sums and components in tables contained in this Offer Document are due to rounding. Glossary Defined terms and abbreviations used in this Offer Document are detailed in the glossary of terms in Section 5. iii TABLE OF CONTENTS Section Contents Page 1. Details of the Offers ............................................................................ 1 2. Action Required by Shareholders .................................................... 10 3. Risk Factors ....................................................................................... 13 4. Rights attaching to New Shares ....................................................... 23 5. Glossary ............................................................................................. 27 iv 1. Details of the Offers 1.1 The Entitlement Offer The Company is making a non-renounceable pro-rata entitlement offer of New Shares at an issue price of $0.48 each, on the basis of one (1) New Share for every ten (10) Shares held by Eligible Shareholders on the Record Date, in accordance with section 708AA of the Corporations Act, to raise approximately $7 million (before costs) (Entitlement Offer). On 21 July 2025, the Company announced a $12 million capital raising comprising a $5 million private placement to institutional and sophisticated investors to issue 10,320,000 Shares at an issue price of $0.48 each, being the same issue price as the Entitlement Offer (Placement). The issue of Shares pursuant to the Placement is expected to occur on 29 July 2025, being after the Record Date for the Entitlement Offer. Accordingly, investors in the Placement are not Eligible Shareholders for the purposes of the Entitlement Offer. The proceeds from the Entitlement Offer and Placement will be used by the Company for completion of the Company’s Feasibility Study and further exploration drilling at its 100% owned Gum Greek Project (Project), the repayment of debt and for general working capital as outlined in Section 1.3. The Company currently has approximately 144,839,923 Shares on issue and approximately 1,900,000 Options on issue. Assuming the Entitlement Offer is fully subscribed, approximately 14.484 million New Shares will be issued under the Entitlement Offer (assuming no Options are exercised before the Record Date). If all of the Options are exercised before the Record Date, and assuming that the Entitlement Offer is fully subscribed, a total of 14.674 million New Shares will be issued under the Entitlement Offer. The Company’s major shareholder, Zeta Resources Limited (and associates) and the Directors of the Company, intend to take up their Entitlements in full for a combined amount of $5,537,923 Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded down to the nearest whole New Share. All New Shares will rank equally with the Shares on issue at the date of this Offer Document. Refer to Section 4 for a summary of the rights attaching to New Shares. This Offer Document is also for the offer of the Shortfall Shares. Refer to Section 1.27 for further information and details of the Shortfall Offer. 1.2 Proposed timetable Event Date Announcement of the Entitlement Offer, lodgement of Appendix 3B, Cleansing Notice and letter to Ineligible Shareholders Monday, 21 July 2025 Lodge Offer Document Monday, 21 July 2025 Shares quoted on an "Ex" basis Wednesday, 23 July 2025 Record Date for determining Entitlements (5:00pm AWST) Thursday, 24 July 2025 Despatch Offer Document and Acceptance Form to Eligible Shareholders Tuesday, 29 July 2025 Despatch Letter to Ineligible Shareholders Tuesday, 29 July 2025 Opening Date of Entitlement Offer Tuesday, 29 July 2025 Issue of Placement Shares Tuesday, 29 July 2025 Last day to extend the Closing Date* Thursday, 7 August 2025 1 Closing Date of Entitlement Offer (5:00pm AWST) Tuesday, 12 August 2025 Securities quoted on a deferred settlement basis Wednesday, 13 August 2025 Announce results of Entitlement Offer and notification of Shortfall Tuesday, 19 August 2025 Anticipated date for issue of the New Shares under the Entitlement Offer Tuesday, 19 August 2025 Despatch of holding statements for New Shares under the Entitlement Offer Tuesday, 19 August 2025 This timetable is indicative only and subject to change. * Subject to the Corporations Act and Listing Rules and other applicable law and regulation, the Directors reserve the right to extend the Closing Date for the Offers. Any extension will have a consequential effect on the anticipated date of issue for the New Shares. 1.3 Use of funds If the Entitlement Offer is fully subscribed, in total approximately $12 million will be raised from both the Entitlement Offer and Placement (before costs and assuming no Options are exercised before the Record Date). This is allowing for approximately $7 million (before costs) to be raised under the Entitlement Offer and approximately $5 million (before costs) to be raised under the Placement. The funds raised from the Entitlement Offer and Placement are proposed to be applied as follows: Description of Cash Outflows Amount (A$) Feasibility Study $3,660,000 Ongoing exploration, evaluation and drilling activities $5,540,000 Repayment of debt1 $1,000,000 General and administration costs $660,000 General working capital $495,916 Costs of the Placement and Entitlement Offers $550,000 Total funds raised under the Offers $11,905,916 Note: 1. The repayment of debt will be for a loan owed to Zeta Resources Ltd. The debt may be set off against all or part of Zeta's Application Monies. Actual expenditure may differ significantly from the above estimates due to a number of factors including market conditions, the development of new opportunities and other factors (including the risk factors outlined in Section 3). If less than $7 million is raised pursuant to the Entitlement Offer, the Company will firstly pay the associated expenses of the Entitlement Offer and then scale back funds available for general working capital and exploration activities. 1.4 Capital structure on completion of the Entitlement Offer Number of Shares Number of Options Balance at the date of this Offer Document 144,839,923 1,900,000(2) Shares to be issued under the Placement 10,320,000 Nil New Securities to be issued under the Entitlement Offer(1) 14,483,992 Nil Balance on completion of the Entitlement Offer 169,643,915 1,900,000 2 Notes: 1.5 (1) The maximum number of New Shares to be issued under the Entitlement Offer, assuming that the Entitlement Offer is fully subscribed and that no Options are exercised before the Record Date. (2) Comprising 1,900,000 unlisted Options exercisable at $0.33. expiring on 23 November 2026. Entitlements and acceptance The Entitlement of Eligible Shareholders to participate in the Entitlement Offer is determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance Form accompanying this Offer Document. A BPAY® or EFT payment in accordance with the instructions provided in the Entitlement and Acceptance Form to the Company creates a legally binding contract between the Applicant and the Company for the number of New Shares accepted by the Company. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of New Shares. If the BPAY® or EFT payment is not completed in accordance with the instructions provided in the Entitlement and Acceptance Form, the Company may not be able to process or accept your Application for New Shares and any Application Monies received in connection with your Application will be returned to you (without interest). 1.6 Shortfall Shares The Directors reserve the right, subject to any restrictions imposed by the Corporations Act, the Listing Rules, and other applicable law and regulation, to issue any remaining Shortfall Shares at their sole discretion, including to certain investors who are not Eligible Shareholders and have completed the Shortfall Acceptance Form upon invitation from the Company. See Section 1.27 for further details of the Shortfall Offer. 1.7 Substantial holders At the date of this Offer Document, the Company has the following substantial holders: Holder Zeta Resources Limited (and associates) 1.8 No. of Shares Voting Power 108,045,020 74.60% Effect on control The potential effect that the Offers will have on the control of the Company and the consequences of that effect will depend on a number of factors, including the level of participation by Shareholders in the Offers. Whilst the Entitlement Offer is not underwritten, the Company's major shareholder, Zeta Resources Limited (and associates) have confirmed that it intends to take up its full Entitlement in the Entitlement Offer. The commitment of Zeta Resources Limited (and associates) represent approximately 74.60% (or ~$5.19 million) of the maximum approximate Entitlement Offer raising of $7.0 million. The commitment of the Directors represent approximately 5.06% (or ~$0.35 million) of the maximum approximate Entitlement Offer raising of $7.0 million. Based on these confirmations and assuming all Shares are issued pursuant to the Placement, the potential effect which the issue of New Shares pursuant to the Entitlement Offer will have on the control of the Company is as follows: 3 (a) if all Eligible Shareholders take up their Entitlements under the Entitlement Offer, the New Shares issued under the Entitlement Offer will have no effect on the control of the Company; (b) in the more likely event that there is a shortfall in the Entitlement Offer, Eligible Shareholders who do not subscribe for their full Entitlement of New Shares under the Entitlement Offer will be diluted by a greater extent relative to those Eligible Shareholders who subscribe for some or all of their Entitlement, and will be diluted by any issue of Shortfall Shares; and (c) the Voting Power held in the Company by Zeta Resources Limited (and associates) could decrease from the current level of 74.60% to 71.30% (assuming that the only Entitlements taken up under the Entitlement Offer are the Entitlements of Zeta Resources Limited (and associates) and the Placement Shares are issued). The impact of control of the Company as a result of the Offers will ultimately be affected by the level of Applications under the Offers. The final percentage interests held by Shareholders of the Company is dependent on the extent to which other Eligible Shareholders take up their Entitlement and whether any Shortfall Shares are issued. No Shortfall Shares will be issued to any person if, in the view of the Directors, to do so would increase that investor's Voting Power in the Company above 19.9% or otherwise result in a breach of the Listing Rules, the Corporations Act or any other applicable law. Shareholders should note that if they do not participate in the Entitlement Offer, their holdings in the Company will be diluted as a result of the Entitlement Offer (compared with your position before the Entitlement Offer), after the issue of New Shares under the Entitlement Offer. The following are examples of how any dilution may impact you if you do not participate in the Entitlement Offer, assuming the maximum number of New Shares are issued and all Placement Shares are issued: Example Shareholder Holdings as at Record Date % at Record Date Holdings if the Entitlement Offer not taken up 1,000,000 % post Offer(1) 0.69% Entitlements under the Entitlement Offer 100,000 Shareholder 1 1,000,000 Shareholder 2 500,000 0.35% 50,000 500,000 0.29% Shareholder 3 250,000 0.17% 25,000 250,000 0.15% Shareholder 4 100,000 0.07% 10,000 100,000 0.06% Shareholder 5 50,000 0.03% 5,000 50,000 0.03% 0.59% Note: (1) The dilutionary effect shown in the table is the maximum percentage on the assumption that any Entitlements not accepted are placed under the Shortfall Offer. If some or all Entitlements are not accepted and some or the entire resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage. The dilutionary effect also includes the impact from the Placement Shares being issued. The information in this Section 1.8 is the Company's estimates only, based on the information available to it. Actual outcomes may vary. 1.9 Directors' interests and participation The relevant interest of each Director in the Securities of the Company at the date of this Offer Document, together with their respective Entitlements, is detailed in the table below: 4 Director Shares Held Options Held Peter Sullivan(2) 4,557,492 - Entitlement (Number of New Shares)(1) 455,749 Leigh Ryan(3) 72,000 1,500,000 7,200 Jamie Sullivan(4) 2,191,807 - 219,180 Peter Venn(5) 507,092 - 50,709 Notes: (1) Assumes no Options are exercised prior to the Record Date. (2) 4,557,492 Shares, comprising 2,144,994 Shares held by Hardrock Capital Pty Ltd and 2,412,498 Shares held by Hardrock Capital Pty Ltd <CGLW No2 Super Fund>, both are entities 100% controlled by Mr Peter Sullivan. (3) 72,000 Shares and 1,500,000 Options exercisable at $0.33 and expiring on 23 November 2026 held by Mr Leigh Ronald Ryan & Mrs Sandra Kay Ryan <Ryan Super Fund A/C>. (4) 2,191,807 Shares, comprising 80,270 Shares held directly by Mr James Sullivan, 1,555,454 Shares held by James Noel Sullivan and Gail Sullivan <Sullivans Garage Super Fund A/C> and 556,083 Shares held by Sullivans Garage Pty Ltd, both are entities 50% controlled by Mr James Sullivan. (5) 507,092 Shares held by Suzan Wagner, the spouse of Mr Peter Venn. At the date of this Offer Document, all of the Directors intend to take up their full Entitlement, pursuant to the Entitlement Offer. 1.10 Minimum subscription There is no minimum subscription for the Entitlement Offer. 1.11 Underwriting The Entitlement Offer is not underwritten. 1.12 Opening and closing dates The Entitlement Offer opens on the Opening Date, namely 29 July 2025. Payment under the Entitlement Offer must be received by the Company by 5:00pm (AWST) on the Closing Date, namely 12 August 2025, or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules. It is the responsibility of all Eligible Shareholders to ensure that their BPAY® or EFT payments are received by the Company on or before the Closing Date. 1.13 Issue and despatch The dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the timetable detailed in Section 1.2. It is the responsibility of Applicants to determine their allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk. 1.14 Application Monies held on trust All Application Monies will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Offer Document until the New Shares are issued. All Application Monies will be returned (without interest) if the New Shares are not issued. 5 1.15 ASX quotation Application will be made to the ASX for the official quotation of the New Shares on ASX. If the ASX does not grant quotation of the New Shares within three (3) months after the date of this Offer Document (or such period as ASX allows), no New Shares will be issued and the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to the Offers. ASX takes no responsibility for the contents of this Offer Document. The fact that ASX may grant quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares. 1.16 No cooling off rights Cooling off rights do not apply to an investment in New Shares. You cannot withdraw an application once it has been accepted. 1.17 Rights and liabilities The Shares offered under this Offer Document will rank equally in respect of dividends and have the same rights in all other respects (e.g. voting, bonus issues) as existing Shares. A summary of the rights and liabilities attaching to Shares are detailed in Section 4. 1.18 Withdrawal The Directors may at any time decide to withdraw this Offer Document and the Offers, in which case, the Company will return all Application Monies (without interest) in accordance with the Corporations Act. 1.19 CHESS The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement Pty Ltd (a wholly owned subsidiary of ASX) operates CHESS in accordance with the Listing Rules and ASXS Operating Rules. Under CHESS in Australia, Applicants will not receive a certificate but will receive a statement of their holding of New Shares. If you are registered on the Issuer Sponsored subregister, your statement will be despatched by the Share Registry and will contain the number of New Shares issued to you under this Offer Document and your security holder reference number. A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their holding changes. Shareholders may request a statement at any other time. However, there may be a charge associated with the provision of this service. 1.20 Eligible Shareholders This Offer Document contains an offer of New Shares to persons eligible to participate in the Entitlement Offer, being persons: • registered as a holder of Shares at the Record Date, being 5:00pm (AWST) on 24 July 2025; • having a registered address, on the Company's share register, in Australia, New Zealand or Bermuda; 6 • not in the United States and are not acting for the account or benefit of a person in the United States (to the extend such person holds Shares for the account or benefit of such person in the United States); and • eligible under all applicable securities laws to receive an offer under the Offers without any requirement for a prospectus or disclosure document to be lodged or registered, (Eligible Shareholders). If you are a Shareholder who does not satisfy each of the criteria listed above, you are an “Ineligible Shareholder” (refer to Section 1.21). Where the Offer Document has been despatched to Ineligible Shareholders, the Offer Document is provided for information purposes only. The Company reserves the right to determine whether a Shareholder is an Eligible Shareholder or an Ineligible Shareholder. New Zealand The New Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. This document has been prepared in compliance with Australian law and has not been registered, file