Announcement PDF SPP Offer Booklet Fulcrum Lithium Ltd (KPC00189136-005) Share Purchase Plan Offer Booklet This is an important document and should be read in its entirety. The Share Purchase Plan (SPP) does not take into account the personal investment objectives, financial situation or particular needs of any Eligible Shareholder. You should seek advice from your stockbroker, financial adviser, or other professional adviser if you have any questions about your investment in the Company. This document has been prepared by Fulcrum Lithium Ltd ABN 23 665 528 307. The SPP provides Eligible Shareholders with the opportunity to purchase up to $30,000 worth of new Shares. Shares issued under the SPP will rank equally with all existing Shares. This document is not a prospectus or other form of disclosure document under the Corporations Act 2001 (Cth) Corporations Act. The contents of this document have not been reviewed by any regulatory authority. You are advised to exercise caution in relation to the Share Purchase Plan. Not for release to US wire services or distribution in the United States. Fulcrum Lithium Ltd SPP Offer Booklet Table of Contents 1. Chairman’s Letter ......................................................................................................................1 2. Overview.....................................................................................................................................3 2.1 Key dates ........................................................................................................................3 2.2 Important information......................................................................................................3 Terms and Conditions of the SPP 1. SPP Offer ....................................................................................................................................5 2. Issue Price..................................................................................................................................6 3. Eligible Shareholders................................................................................................................6 4. Applications ...............................................................................................................................6 5. Number of SPP shares..............................................................................................................7 6. Joint holders and custodians...................................................................................................7 7. Express agreements and warranties.......................................................................................8 8. Scale-back ..................................................................................................................................9 9. Shortfall ....................................................................................................................................10 10. Variation and termination .......................................................................................................10 11. Offer booklet ............................................................................................................................10 12. Allotment, quotations and trading .........................................................................................11 13. Dispute resolution ...................................................................................................................11 14. Regulatory disclosure.............................................................................................................11 15. No financial product or investment advice...........................................................................11 16. Financial data...........................................................................................................................12 17. Governing Law.........................................................................................................................12 18. Interpretation............................................................................................................................12 19. Corporate Directory.................................................................................................................14 Fulcrum Lithium Ltd SPP Offer Booklet Page | 1 1. Chairman’s Letter 11 November 2026 Dear Shareholder, Firstly, I would like to thank our shareholders for the support since the IPO that has enabled Fulcrum to succeed and progress to where it has come in a short time, and sharing the vision that the board has laid out. Fulcrum Lithium is entering a pivotal stage in its development. Since listing in November 2024, we have proudly accomplished what we set out to achieve from the IPO. Through the weakest lithium market in a decade, the team has delivered a 10.7 million tonne lithium carbonate equivalent (LCE) maiden Mineral Resource at Alkali Flats in Nevadai, the state which hosts the leading lithium supply chain in the USA. The resource was defined under time and under budget, following systematic exploration of the largest lithium project claims holdings in the country. As a result, Fulcrum now owns the seventh-largest lithium resource in the United States and the third-largest pre-construction lithium resource on the ASX1. With the scale now proven, our focus turns to proving its value. To support this next phase, I am pleased to invite you to take part in our Share Purchase Plan (SPP). The offer lets you buy additional Shares at an Issue Price of $0.051 per Share, with no brokerage or transaction costs. Key reasons to consider participating now: • Fulcrum has just defined and de-risked a large-scale resource. – A top-10 US lithium resource: Alkali Flats contains 3.57 billion tonnes at 563 ppm lithium for 10.7 Mt LCE. Of that, 4.3 Mt (40%) is already in the Measured and Indicated categories, and the resource remains open in multiple directions, with clear growth targets. • Near-term growth and de-risking catalysts: SPP funds will support: – a resource upgrade through a drill program at Alkali Flats targeting the higher-grade eastern trend, in the first half of 2027. A key input leading to a scoping study; – a maiden drilling program at Dry Canyon, our large-scale, high-grade potential exploration project2, already approved and targeted for this quarter; – metallurgical optimisation for Alkali Flats, building off a strong start (> 90% extraction across multiple pathways3), leading to a process flow selection for a scoping study in 2027. • Conviction and timing on the right investment thesis – US large domestic demand gap - A forecast 180x gap between current domestic supply (5,000t.p.a. LCE) and 2034 demand (900,000t.p.a. LCE)4. – Strong US policy support for domestic supply: Demonstrated strong policy support aligning with geopolitics will continue to support the independence from foreign supply chain control and support for US projects. – Nevada Claystones are the supply category being de-risked now: The category is poised to be further de-risked in 2027 with Thacker Pass construction completion and the Fulcrum Lithium Ltd SPP Offer Booklet Page | 2 progression of other advanced Nevada clay projects. The category is becoming more widely understood and proven. – Lithium market fundamentals– robust underlying fundamentals which have seen strong demand growth, a maturing and broadening lithium market (i.e. the emergence of battery storage and AI driven demand). • Experienced leadership that challenges convention: Together, our Board has listed 24 public companies, made 14 discoveries, built 9 mines and seen 9 companies acquired. Its recent record includes Nickel Industries, Alpha HPA and Santana Minerals. Eligible Shareholders may apply for up to $30,000 of new Shares at $0.051 each. Participation is voluntary, but I encourage you to consider strengthening your investment at what we believe is a critical point in the Company's growth. The Company is targeting to raise up to $1.5 million, and retains the right to accept oversubscriptions or to scale back applications at its discretion. Thank you for your continued trust and support. I look forward to delivering the outcomes that will underpin long-term value for our Shareholders. Yours faithfully, Norman Seckold Chairman __________________ 1 See the Company’s ASX announcement 4 August 2026. The Company confirms that confirms that it is not aware of any new information or data that materially affects the information included in that announcement, and that all material assumptions and technical parameters underpinning the Mineral Resource estimates continue to apply and have not materially changed. 2 ASX: FUL 26 May 2026, ‘ Dry Canyon Geophysical Results Lead To Claims Expansion’ 3 ASX: FUL 19 May 2026, “Alkali Flats Metallurgy Update” 4 ASX: FUL 3 November 2026, “Presentation to Investors” Fulcrum Lithium Ltd SPP Offer Booklet Page | 2 2. Overview 2.1 Key dates Record Date 7:00 pm (AEDT) Friday 6 November 2026 Announcement date Monday 9 November 2026 SPP Offer letter dispatched to Shareholders Wednesday 11 November 2026 Opening Date Wednesday 11 November 2026 Closing Date 5:00 pm (AEDT) Friday 4 December 2026 SPP results announcement Friday 11 December 2026 Issue Date-SPP Shares Friday 11 December 2026 Application for quotation of SPP Shares Friday 11 December 2026 The dates set out above are indicative only and are subject to change without notice to you. Any change in the timetable does not affect any rights or obligations you have as a result of accepting the SPP. 2.2 Important information You should read this section in conjunction with the terms and conditions of the SPP as set out below. What is the SPP Offer and how much can I invest. The SPP is an offer to Eligible Shareholders to subscribe for up to $30,000 worth of SPP Shares without brokerage or other transaction costs at a subscription price of $0.051 per SPP Shares. Each Eligible Shareholder may apply for a minimum of $1,000 SPP Shares. Applications may be for incremental parcels of $1,000 up to $5,000 and in incremental parcels of $5,000 up to a maximum of $30,000 in aggregate. Each Application may be subject to discretionary scale back in the event the SPP raises more than $1.5 million. What will the SPP funds be used for Funds raised through the SPP will be used towards; - completing a maiden drilling program at Dry Canyon, our large-scale, high-grade potential exploration project, already approved and targeted for this Q4 2026; - completing a resource upgrade through a drill program at Alkali Flats, targeting the higher-grade eastern trend, in the first half of 2027. A key input leading to a scoping study; - continuing to advance metallurgical optimisation for Alkali Flats, building off a strong start (> 90% extraction across multiple pathways), leading to a process flow selection for a scoping study in 2027. Fulcrum Lithium Ltd SPP Offer Booklet Page | 3 Am I an Eligible Shareholder You are an Eligible Shareholder if you are the holder of Shares on the Record Date being 7:00 pm on Friday 6 November 2026 and have a registered address in Australia or New Zealand. If you are subject to the laws of the United States or you are acting on behalf of a person who is subject to the laws of the United States you are not an Eligible Person. How are custodians and nominees treated under the SPP Please refer to paragraph 6 of this offer document. Is participation in the SPP compulsory. No. Participation in the SPP is voluntary. What is the Issue Price for the SPP Shares. SPP Shares will be issued at $0.051 per SPP Share, The Issue Price is calculated to be the amount which is a 20% discount to the 5-day volume weighted average price of Fulcrum Shares traded on the ASX over the five trading days up to the day prior to the announcement of the SPP. There is a risk that the market price of the Shares may rise or fall between the date of this SPP Offer Booklet and the time of issue of the SPP Shares. This means that the price you pay for the SPP Shares may be less than or more than the market price of the Shares on the date of this SPP Offer or at the date of the issue of the SPP Shares. Your Application under the SPP is unconditional and may not be withdrawn even if the market price of Shares is less than the Issue Price. Can my SPP Offer be transferred. No. The SPP Offer is made to the Eligible Shareholder. It is non- renounceable and cannot be transferred. What if there is a Shortfall If there is a Shortfall in the subscription for SPP Shares under the SPP, the Directors of the Company reserve the right to issue the SPP Shares that comprise the Shortfall to Institutional Investors at their absolute discretion, subject to the ASX Listing Rules and the Corporations Act. How do I apply for SPP Shares If you wish to participate in the SPP, you need to: For Australian Shareholders: Pay by BPAY and New Zealand Shareholders: Pay via EFT BPAY instructions are set out on the online Application Form by visiting the Offer website www.computersharecas.com.au/ful. If you make your payment using BPAY, you do not need to return your Application Form, but you will be taken to have made the certifications and representations described in this SPP Offer Booklet and on the Application Form. If applying by BPAY, you need to ensure the Share Registry receives your payment by no later than 5:00 pm (AEDT) on 4 December 2026. Please make sure you use the specific biller code and unique reference number on your personalised Application Form. Fulcrum Lithium Ltd SPP Offer Booklet Page | 4 Payment via EFT (New Zealand Shareholders only unable to pay by BPAY). If you make your payment using EFT you will need the bank account details and customer reference number, which can be found at www.computershare.com/investor, you do not need to return your Application Form, but you will be taken to have made the certifications and representations described in this SPP Offer Booklet and on the Application Form. If applying by EFT, you need to ensure the Share Registry receives your payment by no later than 5:00 pm (AEDT) on 4 December 2026. What rights attached to the SPP Shares SPP Shares will rank equally with other ordinary Shares in the Company as at the Issue Date. Where can I get more information on the SPP If you have any questions in relation to how to participate in the SPP, please contact the Share Registry on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) at any time from 8:30 am to 5:00 pm (AEDT) Monday to Friday during the Offer period., or consult your financial or other professional adviser. If you have any questions in relation to whether an investment in the Company through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser. Does it cost to participate in the SPP There are no brokerage, commissions or other transaction costs payable by Eligible Shareholders in relation to the application for, and the issue of, SPP Shares. Is the SPP Offer underwritten No Terms and conditions of the SPP 1. SPP Offer (a) The Company offers each Eligible Shareholder the opportunity to purchase a parcel of SPP Shares valued at $1,000, or in increments of $1,000, up to $5,000 and thereafter in increments of $5,000 up to a maximum of $30,000 (in aggregate) under the SPP subject to and in accordance with these terms and conditions. (b) The SPP Shares issued under the SPP Offer will be fully paid and rank equally with existing Shares with effect from their date of issue. The rights attaching to the SPP Shares are set out in the Company’s constitution and are regulated by the Corporations Act, ASX Listing Rules and general law. (c) The SPP Offer will open on the Opening Date and close on the Closing Date. (d) If you choose not to participate in the SPP, your right to participate lapses on the Closing Date (or such other date as the Company determines). (e) The SPP Offer to each Eligible Shareholder (whether as a Custodian or on its own account) is made on the same terms and conditions. (f) The SPP Offer is non-renounceable and non-transferable and, therefore, Eligible Shareholders cannot transfer their right to purchase SPP Shares to a third party. (g) If you accept the SPP Offer: (i) You cannot withdraw your Application once it has been made or accepted. (ii) SPP Shares will be issued on the Issue Date. Fulcrum Lithium Ltd SPP Offer Booklet Page | 5 (iii) SPP Shares will rank equally with existing Shares as at the Issue Date. (iv) The Company will apply to the ASX for the quotation of SPP Shares. It is anticipated that SPP Shares will be quoted on or shortly after the Issue Date. 2. Issue Price (a) The Issue Price will be $0.051 per SPP Share. (b) You agree to pay the Issue Price per SPP Share for the number of SPP Shares calculated by reference to your Application Money or, if there is a scale-back, the number of SPP Shares issued to you will be calculated under clause 8. (c) In accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, the Company confirms that the Issue Price is less than the 5 day VWAP of the Company’s Shares during the five days on which the Company’s Shares traded immediately prior to the announcement date of the SPP Offer. (d) For the purposes of ASX Listing Rule 7.2 (exception 5), the Issue Price ($0.051 for each SPP Share) represents a 20% discount to the volume weighted average market price of Shares on the ASX during the five trading days on which Shares traded immediately prior to the announcement date of the SPP Offer. (e) The market price of Shares may rise or fall between the date of this SPP Offer and the Issue Date of the SPP Shares under the SPP, and that the effect of this is that the Issue Price you pay for the SPP Shares may exceed the market price of Shares on the Issue Date. (f) The current Share price can be obtained from the ASX. 3. Eligible Shareholders (a) You are eligible to participate in the SPP Offer if you: (i) were registered on the Register as a Shareholder on the Record Date; and (ii) have a registered address in either Australia or New Zealand, at that time; and (iii) are not in the United States, and you are not acting for the account or benefit of a person in the United States. If you are acting for the account or benefit of a person in the United States, you will not be eligible to participate in respect of the SPP Shares held for the account or benefit of that person. (b) The SPP Offer is not made to Shareholders with a registered address outside of Australia or New Zealand. 4. Applications (a) Eligible Shareholders may apply for a parcel of SPP Shares valued at $1,000 with increments of $1,000, up to $5,000 and thereafter in increments of $5,000 up to a maximum of $30,000 (in aggregate) (subject to discretionary scale-back by the Company as described in paragraph 8). (b) No brokerage or other transaction costs will apply to the acquisition of SPP Shares. Eligible Shareholders who wish to apply for SPP Shares must make a payment via BPAY or EFT in accordance with the instructions on the Application Form so that it is received prior to the Closing Date; (c) Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold Shares in more than one capacity or in different registered holdings) may apply on different Application Forms for SPP Shares but may not apply for SPP Shares with an aggregate value of more than $30,000. Fulcrum Lithium Ltd SPP Offer Booklet Page | 6 (d) If you wish to subscribe for SPP Shares as a Custodian for one or more Eligible Beneficiaries, you must also complete and submit an additional Custodian Certificate that contains further certifications and details (required under the terms of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) before your Application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. Contact the Share Registry to receive the Custodian Certificate. (e) The Company, its officers and agents, may accept or reject your Application for SPP Shares at its discretion in whole or in part including, without limitation, if: (i) your Application does not comply with these terms and conditions; (ii) it appears you are not an Eligible Shareholder; (iii) your payment is received by the Company after the Closing Date; (iv) if you apply on behalf of an Eligible Beneficiary but provide an incomplete or incorrectly completed Custodian Certificate or you do not provide a signed Custodian Certificate; (v) it appears that you are applying to purchase more than $30,000 worth of SPP Shares and Shares in aggregate (including as a result of Shares you hold directly, jointly or through a custodian or nominee arrangement) in the 12 month period prior to making the Application; or (vi) payment of the Application Money is not submitted in Australian currency. (f) If the Company rejects your Application in whole or in part, the Company will (in its sole discretion): (i) refund the amount of your Application Money tendered for payment for the rejected SPP Shares; or (ii) allot to you the number of SPP Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your Application Money and refund to you the excess amount of your Application Money. (g) If you are entitled to a refund of all or any of your Application Money, the refund will be paid to you, without interest, as soon as is practicable, by direct credit or cheque to your address shown on the Register, in accordance with the requirements of the Corporations Act. 5. Number of SPP Shares (a) If you apply for SPP Shares, you will apply for a certain value, rather than a certain number, of SPP Shares. If your Application is accepted, the Company will divide the value of your Application Money by the Issue Price in order to determine the number of SPP Shares that, subject to scale-back, will be issued to you. (b) If this calculation produces a fractional number, the number of SPP Shares issued will be rounded down to the nearest whole SPP Share. 6. Joint holders and custodians (a) If two or more persons are registered on the Register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification given by any of them is taken to be a certification given by all of them. (b) Subject to these terms and conditions, Eligible Shareholders who are Custodians may participate in the SPP on behalf of each Eligible Beneficiary on whose behalf the Custodian is holding Shares. Fulcrum Lithium Ltd SPP Offer Booklet Page | 7 (c) An Eligible Beneficiary is a beneficiary of the relevant Custodian and nominee whose records indicate that beneficial shareholder is a resident of Australia or New Zealand. 7. Express agreements and warranties By making a payment via BPAY for Australian and EFT for New Zealand Shareholders, you: (a) irrevocably and unconditionally agree to the terms and conditions of the SPP and the terms and conditions of the Application Form (if applicable) and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP; (b) warrant that all details and statements in your Application are true and complete and not misleading; (c) agree that your Application will be irrevocable and unconditional (that is, it cannot be withdrawn); (d) warrant that you are an Eligible Shareholder and are eligible to participate in the SPP; (e) agree that no interest will be paid on any Application Money held pending the issue of SPP Shares or subsequently refunded to you for any reason; (f) agree that the Company, its officers and agents are not liable for any consequences of the exercise or non-exercise of its discretions referred to in these terms and conditions; (g) acknowledge that the market price of Shares may rise or fall between the date of this SPP Offer and the Issue Date of the SPP Shares under the SPP, and that the effect of this is that the Issue Price you pay for the SPP Shares may exceed the market price of Shares on the Issue Date; (h) acknowledge and agree that: (i) you are not in the United States and are not acting for the account or benefit of a person in the United States (in the event that you are acting for the account or benefit of a person in the United States, you are not applying for, or acquiring, any SPP Shares for the account or benefit of that person); (ii) the SPP Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States, and accordingly, the SPP Shares 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 any applicable United States state securities laws; (iii) you have not, and will not, send this SPP Offer Booklet or any materials relating to the SPP to any person in the United States or elsewhere outside Australia and New Zealand; (iv) if in the future you decide to sell or otherwise transfer the SPP Shares, you will only do so in the regular way for transactions on the ASX; and (v) if you are acting as a nominee or Custodian, each Eligible Beneficiary on whose behalf you are applying for and acquiring SPP Shares is a resident in Australia or New Zealand and is not in the United States, and you have not sent this SPP Offer Booklet, or any materials relating to the SPP, to any person outside Australia and New Zealand; (i) if you are applying on your own behalf (and not as a Custodian) you acknowledge and agree that: (i) you are not applying for SPP Shares with Application Money of more than $30,000 (including by instructing a Custodian to acquire SPP Shares on your behalf under the SPP); (ii) the total of Application Money for the following does not exceed $30,000: (A) the SPP Shares the subject of the Application; Fulcrum Lithium Ltd SPP Offer Booklet Page | 8 (B) any other Shares issued to you under the SPP or any similar arrangement in the 12 months before the Application; (C) any other SPP Shares which you have instructed a Custodian to acquire on your behalf under the SPP; and (D) any other Shares issued to a Custodian in the 12 months before the Application as a result of an instruction given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the SPP; (j) if you are a Custodian and are applying on behalf of an Eligible Beneficiary on whose behalf you hold Shares, you warrant, acknowledge and agree that: (i) you are a Custodian (as that term is defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547); (ii) you held Shares on behalf of the Eligible Beneficiary or Downstream Custodian as at the Record Date who has instructed you to apply for SPP Shares on their behalf under the SPP and that that Eligible Beneficiary has been given a copy of this SPP Offer Booklet; (iii) you are not applying for SPP Shares on behalf of any Eligible Beneficiary or Downstream Custodian with Application Money of more than $30,000 under the SPP and similar arrangement in the 12 months before this Application; and (iv) the information in the Custodian Certificate submitted with your Application is true, correct and not misleading; (v) accept the risk associated with any refund that may be dispatched to you by direct credit or cheque to your address shown on the Register; and (vi) agree to be bound by the Constitution (as amended and as it may be amended from time to time in the future); (k) acknowledge that none of the Company, its advisers or agents, has provided you with any financial product or investment advice or taxation advice in relation to the SPP, or has any obligation to provide such advice; and (l) authorise the Company, and its officers and agents, to do anything on your behalf necessary for SPP Shares to be issued to you in accordance with these terms and conditions. 8. Scale-back (a) The SPP may raise more or less than the targeted amount ($1.5 million). In the event that subscriptions for more than $1.5 million are received: (i) the Company may in its discretion accept oversubscriptions above this amount, subject to compliance with the ASX Listing Rules and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547; or (ii) the Company may decide in its absolute discretion to conduct a scale-back of applications. (b) Any scale-back may be applied to the extent and in the manner the Directors see fit, which may include taking into account a number of factors, such as the size of an applicant's shareholding at the Record Date, the extent to which the applicant has sold or purchased Shares since the Record Date, whether the applicant has multiple registered holdings, the date on which the Application was made and the total Applications received from Eligible Shareholders. (c) If there is a scale-back, you may receive less than the parcel of SPP Shares for which you have applied. If a scale-back produces a fractional number of SPP Shares when applied to your parcel, the number of SPP Shares you will be allotted will be rounded down to the nearest whole number of SPP Shares. Unless the Company exercises its Fulcrum Lithium Ltd SPP Offer Booklet Page | 9 right to scale-back Applications or refunds amounts by reason of not receiving one of the amounts designated on the Application Form (in which case, it will return any excess Application Money to you by direct credit or cheque), the Company will retain any excess Application Money that is less than $5.00 as it is not practical to