Announcement PDF ASX ANNOUNCEMENT 25 July 2024 Share Purchase Plan Lithium Australia Ltd (ASX:LIT) (“Lithium Australia” or the “Company”) is pleased to provide an update in relation to its share purchase plan (SPP) announced 22 July 2024. The Company confirms that the SPP Offer Booklet and personalised application forms have today been despatched to eligible shareholders, being shareholders with a registered address in Australia or New Zealand on the Company’s share register as at 7:00pm (AEST) on Friday, 19 July 2024. A copy of the SPP Offer Document is attached to this release. The SPP Offer opens today, being 25 July 2024, and is expected to close at 5:00pm (AEST) on Friday, 30 August 2024, unless extended or closed earlier at the discretion of the Company. Authorised for release by the Board. Simon Linge Stuart Tarrant Managing Director / CEO Mobile +61 (0) 438 721 280 Chief Financial Officer Mobile +61 (0) 467 817 005 simon.linge@lithium-au.com stuart.tarrant@lithium-au.com Forward-looking statements This announcement contains forward-looking statements. Forward-looking statements are subject to a variety of risks and uncertainties that it is beyond the Company’s ability to control or predict and which could cause actual events or results to differ materially from those anticipated in such forward-looking statements. Investors should be aware that past performance should not be relied upon as being indicative of future performance. About Lithium Australia Lithium Australia is aiming to lead and enable the global transition to sustainable lithium production. The Company operates Australia’s market leading battery recycler, produces critical battery material lithium ferro phosphate (LFP), and has developed a patented lithium extraction technology. Lithium Australia’s revenue-generating recycling business and technologies are well-placed to capitalise on growing global lithium-ion battery demand and provides diversification benefits to global supply chains. Page 1 of 1 Lithium Australia Limited Suite 16/17, 79-83 High Street ASX: LIT ACN: 129 129 413 Kew, Victoria 3101 Investorhub.lithium-au.com T: +61 (0) 3 7017 2656 lithium-au.com E: info@lithium-au.com Lithium Australia Limited ACN: 129 129 413 ASX: LIT Suite 16/17, 79-83 High Street Kew, Victoria 3101 Australia +61 (0) 3 7017 2656 info@lithium-au.com lithium-au.com Dear Eligible Shareholder LITHIUM AUSTRALIA LIMITED – INVITATION TO PARTICIPATE IN SHARE PURCHASE PLAN On behalf of the Directors of Lithium Australia Limited (ASX: LIT, or the Company), I am pleased to invite you to participate in the Company’s Share Purchase Plan (SPP) offer (Offer) (announced 22 July 2024) to subscribe for up to $30,000 worth of fully paid ordinary shares in the Company (Shares) at an issue price of $0.021 per Share (Price), irrespective of the size of your shareholding, without incurring brokerage or transaction costs. Participation in Offer Participation in the SPP is optional and is available exclusively to shareholders of the Company who were registered as holders of Shares as at 7:00pm (AEST) on 19 July 2024 (Record Date) and whose registered address is in Australia or New Zealand (Eligible Shareholders). The Offer opens today and will close at 5.00pm (AEST) on 30 August 2024 as set out in the SPP Offer Document. Terms and Conditions of Offer The Company has today lodged with ASX an SPP Offer Document containing the detailed terms and conditions of the Offer. The SPP Offer Document is available on the ASX website, www.asx.com.au, and on the Company's website at https://lithium-au.com/. How to accept the Offer To apply for Shares under the SPP, please follow the instructions on your personalised SPP Application Form enclosed with this letter. Eligible Shareholders may participate by selecting only one of the following options to purchase Shares under the Plan: Parcel A Parcel B Parcel C Parcel D Parcel E Subscription Amount ($) Number of Shares 2,500 5,000 10,000 20,000 30,000 119,048 238,096 476,191 952,381 1,428,572 How much can you invest? Eligible Shareholders may apply for a maximum of $30,000 worth of Shares and a minimum of $2,500 worth of Shares under the SPP Offer. The number of Shares to which you are entitled will be calculated by dividing the subscription amount you have selected by the Offer price, rounded up if necessary. Indicative Timetable* Details Date Record Date 7.00pm (AEST) on 19 July 2024 Dispatch Date 25 July 2024 Opening Date 25 July 2024 Closing Date 5.00pm (AEST) on 30 August 2024 Announcement of Offer results 6 September 2024 Issue and Allotment Date 6 September 2024 Quotation of New Shares on ASX 10 September 2024 *The above timetable is indicative only and the Company may, at its discretion, vary any of the above dates (including the Closing Date), subject to compliance with the ASX Listing Rules and Corporations Act. If you wish to participate in the Offer, please read the SPP Offer Document and follow the instructions contained within your personalised SPP Application Form. If you have any questions in respect of the Offer, please contact the Company by telephone on +61 3 7017 2656 or by email at info@lithium-au.com, or Automic Group on 1300 429 179 (domestic calls) or +61 2 7208 4522 (international calls) between 8:30am and 6:00pm (AEST) or by email at corporate.actions@automicgroup.com.au, or consult with your professional or financial adviser. The Company reserves its right to issue fewer New Shares than an Eligible Shareholder applies for under the Offer or none at all and to scale back applications in such manner as the Directors see fit. Any determination by the Directors in respect of scaling back or refusal of any application will be final. If a scale back occurs or the Company refuses an application, application monies will be refunded to you, without interest, by direct credit deposit to your nominated bank account in Australian dollars (Australian Eligible Shareholders only). If you do not have a bank account recorded on your holding, your refund will be held pending update of these details on the investor portal. All payments in accordance with the options set out in your personalised Application Form must be received by 5.00pm (AEST) on 30 August 2024. Yours sincerely Catherine Grant-Edwards Company Secretary Not for release to US wire services or distribution in the United States Lithium Australia Limited (ACN 126 129 413) Share Purchase Plan Offer Document This Offer Document comprises the terms and conditions of the Lithium Australia Limited (ACN 126 129 413) (Company) 2024 Share Purchase Plan (Offer) and are binding on any shareholder providing a completed online or paper application form (Application Form) and application monies to the Company. 1. Offer The Offer is an invitation to Eligible Shareholders (as defined in paragraph 2 below) to apply for fully paid ordinary shares in the Company (Shares) up to a maximum subscription of $30,000 at an issue price of $0.021 per Share (New Shares). The Offer is made on the same terms and conditions to all Eligible Shareholders. The Offer is non-renounceable. 2. Eligibility You are eligible to apply for New Shares (Eligible Shareholder) if: 3. (a) your registered address in the Company’s register of members is in Australia or New Zealand (subject to the restrictions described in paragraphs 15 and 16 below); (b) you were registered as a holder of Shares as at 7pm (AEST) on 19 July 2024; and (c) you are not in the United States or acting for the account or benefit of a person in the United States. Issue Price The issue price for each New Share under the Offer is $0.021 per New Share (Issue Price). In accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument 2019/547), the Company notes that: (a) On the last trading day immediately prior to the announcement date of the Offer (being 22 July 2024), the closing price of the Shares traded on the Australian Securities Exchange (ASX) was $0.023 per Share. The Issue Price is an 8.73% discount to that closing price. (b) The volumed weighted average market price (VWAP) of the Company's Shares over the last 5 trading days up to and including 19 July 2024 was $0.0228 (5 Day VWAP). The Issue Price represents a 10% discount to the 5 Day VWAP. (c) The Issue Price is less than the market price of Shares during a 'specified period' in the 30 days before the date of the Offer (such specified period being the 5 Day VWAP). (d) The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any New Shares under this Offer. (e) By making an application under the Offer, each Eligible Shareholder will be acknowledging that although the Issue Price is at a discount, Shares are a highly speculative investment and the price of Shares on the ASX may change between the date of the Company announcing the Offer and the date of issue of New Shares under the Offer. The Share prices may rise or fall and the price of Shares might trade below or above the Issue Price. There can be no guarantee that trading prices will be sustained. In accordance with ASX Listing Rule 7.2 Exception 5, the Issue Price is equal to or greater than 80% of the volume weighted average price for the 5 days in which trading in Shares occurred before the date of announcement of the Offer. The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer. 4. Number of New Shares 4.1 Application amount (a) (b) If you are an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of New Shares. Eligible Shareholders can select one of the following alternatives: Offer Value Number of New Shares A $2,500 119,048 B $5,000 238,096 C $10,000 476,191 D $20,000 952,381 E $30,000 1,428,572 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 New Shares which, subject to Scale Back (as defined in paragraph 4.3(b) below), will be issued to you. If 3437-1358-6983, v. 1 the Company receives an amount that does not equal one of the parcel amounts specified in the table above, the Company will apply the dollar amount of the payment to the highest designated parcel that is less than the amount of the payment and refund the excess application money (without interest) to the Eligible Shareholder. (c) 4.2 No fractions of New Shares will be issued. Where the determination of the entitlement to New Shares results in a fraction of New Shares, such fraction shall be rounded up to the nearest whole New Share. $30,000 maximum In order to comply with ASIC Instrument 2019/547, the maximum value of New Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under the Offer is $30,000 (including through joint holdings, multiple registered holdings or any holding in which they have a beneficial interest(s)). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of Shares or because you hold more than one shareholding under separate share accounts). The Company reserves the right to issue to an Eligible Shareholder fewer New Shares than the number applied for, for whatever reason, including to avoid the possible subscription of over $30,000 worth of New Shares by an Eligible Shareholder (including through joint holdings, multiple registered holdings or any holding in which they have a beneficial interest(s)). 4.3 Maximum number of New Shares to be issued and Scale Back policy (a) Maximum amount: In accordance with ASX Listing Rule 7.2 Exception 5, the total number of New Shares must not exceed 30% of the number of Shares currently on issue (ASX Limit). Subject to the ASX Limit, the Company reserves the right to determine the amount it raises through the Offer. (b) Discretionary limit and oversubscriptions: At this stage, the maximum amount raised under the Offer will be capped at a total of $7,700,438 (before costs), being a maximum of 366,687,501 New Shares. However, the Company reserves the right to change this cap at its discretion by announcement to the ASX (subject to the ASX Limit and the Corporations Act). (c) Scale Back: The Board reserves the right to reject or scale back any applications in whole or in part at its absolute discretion (Scale Back). If there is a Scale Back, you may not receive all the New Shares for which you have applied. The Company may in its absolute discretion determine to apply the Scale Back to the extent and in the manner it sees fit, which may include taking into account a number of factors including, but not limited to: (i) the size of your shareholding at the Record Date; (ii) the extent to which you have sold or purchased Shares since the Record Date; (iii) whether you have multiple registered holdings; (iv) the date on which your application was made; and (v) the total number of applications and New Shares subscribed for by Eligible Shareholders. 3437-1358-6983, v. 1 (d) 5. Return of excess application monies: In the event of a Scale Back, your application monies may be greater than the value of New Shares issued to you under the Offer, in which case the excess application monies will be refunded to you, without interest, by direct credit deposit to your nominated bank account in Australian dollars (Australian Eligible Shareholders only). If you do not have a bank account recorded on your holding, your refund will be held pending update of these details on the investor portal. Participation costs You must pay the issue price per New Share and any fees or charges incurred by you in completing the Application Form, for example, bank fees or fees of professional advisors. No commission is payable by the Company on the issue of the New Shares and no brokerage applies. 6. Rights attaching to New Shares The rights attaching to the New Shares are contained in the Constitution of the Company (which is available for inspection at the registered office of the Company during the period of the Offer). The New Shares will be issued on the same terms and rank equally in all respects with the Company’s existing Shares on issue. 7. Quotation of New Shares The Company will apply for the New Shares to be quoted on ASX in accordance with the timetable in paragraph 13 below. If the New Shares are not quoted on ASX, the New Shares will not be issued and application monies will be refunded (without interest). 8. Allotment of New Shares Subject to these terms and conditions, the New Shares will be allotted as soon as possible after the Offer closing date. The Company will send or cause to be sent to you a holding statement in due course. 9. Payment for New Shares All amounts in this Offer Document are expressed in Australian dollars. Eligible Shareholders must pay for the New Shares by BPAY® or EFT following the instructions on your personalised Application Form.You do not need to return a completed Application Form if you have made 3437-1358-6983, v. 1 payment via BPAY® or EFT. Your BPAY® reference number or unique reference number will process your payment for your application for New Shares electronically. If paying by EFT, you must quote your unique payment reference (contained on your personalised Application Form) as your payment reference / description when processing your EFT payment. To download your personalised Application Form, Eligible Shareholders can use the following link: http://investor.automic.com.au. Further instructions are as follows: I already have an online account with the Automic Share registry https://investor.automic.com.au Select: “Existing Users Sign In”. Once you have successfully signed in, click on “Documents and Statements”. Download the Terms and Conditions and application form. Submit your payment using the payment details provided on your application form. Do not return your application form. I don’t have an online https://investor.automic.com.au/#/signup account with Automic – but Select: Lithium Australia Limited from the dropdown list in the wish to register for one ISSUER field. Enter you holder number SRN / HIN (from your latest Holding Statement). Enter your Postcode (Aust only) or Country of Residence (if not Australia). Tick box “I am not a robot”, then Next Complete prompts. Once you have successfully signed in, click on “Documents and Statements”. Download the Terms and Conditions and application form. Submit your payment using the payment details provided on your application form. Do not return your application form. I don’t have an online https://investor.automic.com.au/#/loginsah account with Automic – but Select: Lithium Australia Limited from the dropdown list in the want to use Automic for this ISSUER field. Offer only Enter you holder number SRN / HIN (from your latest Holding Statement). Enter your Postcode (Aust only) or Country of Residence (if not Australia). Tick box “I am not a robot”, then Access. Once you have successfully signed in, click on “Documents and Statements”. Download the Terms and Conditions and application form. Submit your payment using the payment details provided on your application form. Do not return your application form. If you make a payment by BPAY® or EFT (as applicable), you are taken to make the certifications, representations and warranties described in this Offer Document. Please note that your financial institution may apply limits on the use of your BPAY® or EFT (as applicable) and that you should make enquiry about the limits that apply in your personal circumstances. 3437-1358-6983, v. 1 If you do not provide the exact amount, the Company reserves the right to issue you a lesser number of New Shares and (if necessary) return a portion of your funds. No interest will be paid on money returned. If you require further information about the Offer, please contact Automic Group on 1300 429 179 (domestic calls) or +61 2 7208 4522 (international calls) between 8:30am and 6:00pm (AEST) or by email at corporate.actions@automicgroup.com.au. 10. Risks New Shares are a speculative investment, and the market price may change between the dates you apply for New Shares and the date of issue of New Shares to you. Accordingly, the value of New Shares applied for may rise or fall. This Offer Document is not a prospectus and does not require the type of disclosures required under the Corporations Act 2001 (Cth) for a disclosure document. You must rely on your own knowledge of the Company, previous disclosures made by the Company to ASX, and, if necessary, consult your professional advisor when deciding whether or not to participate in the Offer. The terms and conditions of the Offer should be read in conjunction with the Company’s continuous and periodic disclosures given to ASX, which are available on ASX’s website at www.asx.com.au (under the Company’s code “LIT”) and the Company’s website (https://www.lithium-au.com). 11. Privacy By receiving completed Application Forms under the Offer, the Company collects personal information about shareholders. The Company will use this information for the purposes of processing applications and updating the records of the Company. Unless required by law, the Company will not disclose the personal information for another purpose without the consent of the shareholder. Except as stated by law, shareholders are able to access, upon request, their personal information held by the Company. For further information about how we manage your personal information or if you wish to obtain a copy of the Company’s Privacy Policy, please contact us. 12. Use of funds The Board presently intends that the funds raised from the Offer, will be applied primarily towards: (a) accelerating operational improvements in the battery recycling division; (b) advancing the growth strategy within the battery recycling division, continuing the momentum achieved following the signing of recycling agreements with improved commercial arrangements, and execution of an MMD off-take agreement; 3437-1358-6983, v. 1 (c) business development activities including off-take development and securing of strategic partners and funding for the battery materials division; (d) completing a strategic assessment of potential monetisation pathways for the existing technology portfolio will also be completed; and (e) general working capital. A portion of the funds raised from the Offer will also be applied towards general working capital (including corporate and administration costs and the costs of the Offer). As with any intended budget or use of funds, this is a statement of current intentions as at the date of the Offer. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis. 13. Timetable The key dates in relation to this Offer are summarised below. Event Date Record Date (7pm AEST) 19 July 2024 Announcement of SPP 22 July 2024 Dispatch of Offer Document to Eligible Shareholders 25 July 2024 Offer opening date Offer closing date (5pm AEST) 30 August 2024 Announcement of Offer results 6 September 2024 Issue of New Shares 6 September 2024 Application for quotation of New Shares Commencement of trading of New Shares 10 September 2024 These above dates are indicative only. The Company may vary the dates and times of the Offer by lodging a revised notice with ASX. New Shares to be issued under the Offer will be issued as soon as practicable after the Offer closing date. Application for quotation on ASX of the New Shares will be made immediately following the issue of those Shares. 3437-1358-6983, v. 1 14. Joint holders and multiple registered holdings If you are a joint holder of existing Shares, you are taken to be a single registered holder of existing Shares for the purposes of determining whether you are an Eligible Shareholder and joint holders are entitled to participate in the Offer in respect of that single holding only. If as joint holders, you receive more than one offer under the Offer due to multiple identical holdings, you may still only contribute a maximum of $30,000 in applying for New Shares. 15. Custodians Eligible Shareholders who hold Shares as a “custodian” (as defined in ASIC Instrument 2019/547) (Custodian) may participate in the Offer on behalf of one or more persons whom the Custodian holds Shares on behalf of (Custodian Beneficiaries). If a Custodian applies for New Shares on behalf of a Custodian Beneficiary, the Company may not issue New Shares to the Custodian under the Offer with a total application price exceeding $30,000 in any 12-month period unless, the Custodian provides the Company with a notice in writing certifying the following matters required by ASIC Instrument 2019/547 section 8(3) (Custodian Certificate): (a) either or both of the following: (i) that the Custodian holds the Shares on behalf of one or more persons that are not custodians (Participating Beneficiaries); or (ii) that another custodian (Downstream Custodian) holds beneficial interests in Shares on behalf of a Participating Beneficiary, and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian, on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons: (iii) where sub-paragraph (a)(i) applies – the Custodian; and (iv) where sub-paragraph (a)(ii) applies – the Downstream Custodian, to apply for New Shares under the Offer on their behalf; (b) the number of Participating Beneficiaries; (c) the name and address of each Participating Beneficiary; (d) that each Custodian and Custodian Beneficiary is not in the United States and it is not acting for the account or benefit of a person in the United States, and that the Custodian has not sent any materials relating to the Offer to any person in the United States; (e) in respect of each Participating Beneficiary: (f) (i) where sub-paragraph (a)(i) applies – the number of Shares that the Custodian holds on their behalf; and (ii) where sub-paragraph (a)(ii) applies – the number of Shares to which the beneficial interests relate; in respect of each Participating Beneficiary: 3437-1358-6983, v. 1 (g) (i) where sub-paragraph (a)(i) applies – the number or the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and (ii) where sub-paragraph (a)(ii) applies – the number or the dollar amount of New Shares they instructed the Downstream Custodian to apply for on their behalf; there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $30,000: (i) the New Shares applied for by the Custodian under the Offer in accordance with the instructions referred to in sub-paragraphs (e) and (f); and (ii) any other Shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Offer; (h) that a copy of this offer was given to each Participating Beneficiary; and (i) where sub-paragraph (a)(ii) applies – the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary, and that each Custodian's address is located in Australia or New Zealand. For the purposes of ASIC Instrument 2019/547 you are a ‘Custodian’ if you provide a custodial or depository service in relation to shares of a body or interests in a registered scheme and who: (a) holds an Australian financial services licence covering the provision of a custodial or depository service; (b) is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depository service; (c) holds an Australian financial services licence covering the operation o f an IDPS or is a responsible entity of an IDPS-like scheme; (d) is a trustee of a self-managed superannuation fund or a superannuation master trust; or (e) is a registered holder of shares or interests in the class and is noted on the register of members of the body or scheme as holding the shares or interests on account of another person. If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (see paragraph 4.2 above) apply. Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate and if you would like further information on how to apply, you should contact the Company’s Share Registry on 1300 429 179 (domestic calls) or +61 2 7208 4522 (international calls) between 8:30am and 6:00pm (AEST) or by email at corporate.actions@automicgroup.com.au during the Offer period. Custodians may not participate in the SPP on behalf of, and may not distribute this Offer Document or any other document relating to the SPP to, any person in the United States or any other jurisdiction in which it would be unlawful to distribute. 3437-1358-6983, v. 1 The Company reserves the right to reject any application for Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with the terms of this Offer Document. 16. Foreign offering restrictions 16.1 Distribution This document does not constitute an offer of Shares in any jurisdiction in which it would be unlawful, and has been prepared for distribution in Australia and New Zealand only and may not be released or distributed elsewhere. In particular, this document does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States. The Shares have not been, and will not be, registered under the US Securities Act of 1933 (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Shares may not be offered or sold, directly or indirectly, to any person in the United States, except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. Persons in the United States may not, directly or indirectly, participate in the SPP. 16.2 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 Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. This document has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. 16.3 Custodians The Company is not required to determine, and will not determine, the identity or residence of any beneficial owners of Shares. Each Custodian will need to determine for itself whether its beneficiaries are eligible to participate in the Offer. 17. No financ