Stanmore Resources : Renounceable Entitlement Offer

3 March 2022

Partially underwritten accelerated renounceable entitlement offer to raise approximately US$506 million to part fund BMC acquisition

∙ Institutional offer commencing today followed by a retail offer on 10 March 2022

∙ The remaining cash required to pay the US$1.1bn completion payments will be sourced from:

○ US$625m from the acquisition debt facility announced on 7 January 2022; and ○ Internal cash

∙ BMC is a transformational acquisition for Stanmore

○ Creates a leading global metallurgical coal producer with a portfolio of high quality assets in the

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1 Based on an AUD/USD exchange rate of 0.7293, the spot rate at the date of this announcement.

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Stanmore Resources Limited ("Stanmore" or the "Company") (ASX:SMR) is pleased to announce a proposed A$694 million partially underwritten 7 for 3 pro-rata accelerated renounceable entitlement offer, with retail rights trading ("Entitlement Offer"), of new fully paid ordinary shares in Stanmore ("New Shares") at an offer price of A$1.10 per New Share ("Offer Price").

onlyStanmore will issue approximately 631 million New Shares, as adjusted for rounding entitlements, representing approximately 233% of current Stanmore shares on issue, being 270,407,445.

The Offer Price represents a:

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useEach New Share issued under the Entitlement Offer will rank equally with all existing fully paid ordinary Stanmore shares on issue. Stanmore will apply for quotation of New Shares on the ASX.

Golden Investments (Australia) Pte Ltd ("Golden Investments"), a wholly owned subsidiary of Golden Energy and Resources Limited ("GEAR"), which holds a 75.33% interest in Stanmore, has committed to partially take up its entitlement and subscribe for US$300 million of its entitlements under the Entitlement Offer and is expected to hold a voting power in Stanmore of approximately 64.1% upon completion of the Entitlement Offer2. Golden Investments has agreed to have its renounced rights accelerated and sold through the institutional bookbuild.

personalA$283 million (~$US206 million) of the Entitlement Offer is underwritten by Petra Capital pursuant to an underwriting greement between Stanmore and Petra Capital, the key terms of which are summarised in the Annexure.

Stanmore has implemented a hedging strategy to protect the Company against depreciation of the AUD in respect of the funds to be raised under the Entitlement Offer.

Petra Capital is acting as Sole Lead Arranger, Sole Lead Manager and Sole Bookrunner to the Entitlement Offer.

Details of Entitlement Offer

Entitlement Offer Overview

The Entitlement Offer is available to all registered shareholders who hold shares on the Record Date with a registered address in Australia, New Zealand, Singapore or certain other foreign jurisdictions determined by the Directors of Stanmore as described in the Investor Presentation released to ASX at the same time as this announcement ("Eligible Shareholders").

Under the Entitlement Offer, Eligible Shareholders will be able to subscribe for 7 New Shares for every 3 existing Stanmore shares held as at 7.00pm (Sydney time) on 7 March 2022 ("Record Date").

ForThe Entitlement Offer comprises the following components:

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∙ Retail Entitlement Offer - Eligible Retail Shareholders will be allotted their entitlements under the Retail Entitlement Offer which can be taken up in whole or in part, or in whole with the ability to subscribe for additional New Shares in excess of their entitlement, to be allocated in the Shortfall Facility.

2 Based on an AUD/USD exchange rate of 0.7293, the spot rate at the date of this announcement.

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The Retail Entitlement Offer will open on 10 March 2022. The Retail Entitlement Offer will be conducted at the same Offer Price and ratio as under the Institutional Entitlement Offer.

shareholders the opportunity to sell some or all of their entitlements in order to realise value for those entitlements.

Trading of Retail Entitlements on ASX is expected to commence on 7 March 2022 (on a deferred settlement basis) and conclude on close of trading on 14 March 2022 ("Entitlement Trading Period").

Eligible Retail Shareholders can also transfer in whole or in part their entitlement directly to another eligible person off- market.

It is the responsibility of purchasers of entitlements to inform themselves of the 'eligibility criteria' (details of which will personalbe set out in the Offer Booklet) for exercise. If holders of entitlements after the end of the Entitlement Trading Period

do not meet the eligibility criteria, they will not be able to exercise the entitlements. In the event that holders are not ble to take up their entitlements, those entitlements will lapse and holders may receive no value for them.

Payment of application monies is A$ or US$

Eligible shareholders can pay for New Shares or Additional New Shares in A$ or US$. If an eligible shareholder applies in US$, the application monies they submit will be converted to A$ at the spot rate prevailing on the relevant Entitlement Offer closing date (currently expected to be 10.00am on 4 March 2022 for the Institutional Entitlement Offer and 5.00pm on 21 March 2022 for the Retail Entitlement Offer). Accordingly, if an eligible shareholder applies for New Shares or Additional New Shares in US$, they will be taken to have applied for that number of New Shares and/or Additional New Shares (subject to rounding) equal to their A$ equivalent of application monies divided by the Offer Price. Additional information regarding the ability to pay in US$ will be set out in the Offer Booklet.

Stanmore has implemented a hedging strategy to protect the company against depreciation of the AUD in respect of the funds to be raised under the Entitlement Offer.

Nominee for ineligible foreign shareholders

ForThe Entitlement Offer is only being made to shareholders with registered addresses in Australia, New Zealand and Singapore. Subject to ASIC's final approval, Stanmore has appointed the Underwriter as nominee for ineligible foreign shareholders who will arrange for the sale of entitlements that would have been offered to ineligible shareholders, with the net proceeds, if any, distributed to those shareholders. ASIC has provided in-principle approval for the Underwriters appointment.

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Key Dates for the Entitlement Offer

Key dates of the Entitlement Offer are provided in the Indicative Timetable below.

Note: All dates and times above are indicative and Stanmore reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), ASX Listing Rules and other applicable laws. All times and dates are in reference to Sydney time. The commencement of quotation of New Shares under the Entitlement Offer is subject to confirmation from ASX.

Additional Information

Stanmore expects to announce the outcome of the Institutional Entitlement Offer to the market after close of trading on 4 March 2022, and will remain in a trading halt until this time.

In conjunction with this announcement, the Company has today released to ASX a Cleansing Notice (in accordance with section 708AA(2)(f) of the Corporations Act 2001 (Cth)), an Investor Presentation and an Appendix 3B (New Issue

ForAnnouncement) in connection with the Entitlement Offer. Further details about the Entitlement Offer are set out in these documents. The Investor Presentation contains important information including key risks, assumptions and

f reign selling restrictions with respect to the Entitlement Offer. Further details regarding the Retail Entitlement Offer will be released to the ASX on 10 March 2022.

Advisers

Stanmore is being advised by Grant Samuel (corporate adviser) and Norton Rose Fulbright (legal adviser).

Approval

This announcement has been approved for release by the Board of Directors of Stanmore.

3 The Company, in consultation with the Underwriter, reserves the right to close the Institutional Offer earlier

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accounting, legal or tax advice. The information in this release is in summary form and does not contain all the useinformation necessary to fully evaluate the Entitlement Offer or any potential investment in Stanmore. It should be

r ad in conjunction with Stanmore's other periodic and continuous disclosure announcements lodged with ASX. This release has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives and financial situation and needs, and seek legal, financial and taxation advice appropriate for their jurisdiction. Stanmore is not licensed to provide financial product advice in respect of an investment in securities.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

personalThis release has been prepared for publication in Australia and may not be released or distributed in the United States. This release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or

in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. None of the Entitlements or the New Shares have been, or will be, registered under the U.S. Securities Act of 1933 ("U.S. Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States (to the extent such person is acting for the account or benefit a person in the United States), except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable ecurities laws in any state or other jurisdiction of the United States.

About Stanmore Resources Limited (ASX: SMR)

Stanmore Resources Limited owns and operates the Isaac Plains Complex in Queensland's prime Bowen Basin region which includes the Isaac Plains Mine and processing facilities, the adjoining Isaac Plains East and Isaac Downs mining areas and the Isaac Plains Underground Project. The Company is focused on the creation of shareholder value via the efficient operation of the Isaac Plains Complex and the identification of further development opportunities within the region. Stanmore Resources is a 50% shareholder in the Millennium and Mavis Downs Mine and holds a number of additional high-quality prospective coal tenements located in Queensland's Bowen and Surat basins.

For

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