Elevate Uranium Raises Capital Through 4.7 Million Share Issue to Secure 10% Stake in Namibia's Marenica Uranium Project

Elevate Uranium Expands into Namibian Uranium Sector via Marenica Investment

Elevate Uranium Ltd has announced the issuance of 4,701,659 fully paid ordinary shares as the initial consideration tranche to acquire a 10% equity interest in Marenica Minerals (Proprietary) Ltd, which owns the Marenica Uranium Project located in Namibia. The company’s 28 July 2026 update includes a formal ASX quotation application under Appendix 2A of the ASX Listing Rules. This strategic acquisition marks Elevate Uranium’s entry into southern Africa’s uranium market, a region known for significant uranium resources and exploration potential.

The Marenica Uranium Project is a significant asset acquisition, providing Elevate Uranium exposure to uranium mineralisation within Namibia, a jurisdiction with established uranium mining infrastructure and regulatory frameworks. Holding a 10% stake positions Elevate Uranium as a minority shareholder in a company focused on uranium exploration and development, potentially offering board representation, information rights, and upside participation as the project advances.

Details of Share Issuance and Pricing for Marenica Stake Acquisition

On 28 July 2026, Elevate Uranium issued 4,701,659 fully paid ordinary shares at an estimated price of AUD 0.233960 per share as partial consideration for acquiring the 10% stake in Marenica Minerals. This initial tranche is part of a multi-stage transaction. The share price reflects the agreed valuation between Elevate Uranium and the sellers at announcement.

The transaction incorporates a 5-day VWAP pricing mechanism. A subsequent issuance of approximately 4,701,659 shares is expected to complete the acquisition, also subject to VWAP adjustments prior to the second closing date. This two-tranche issuance structure with VWAP-based pricing safeguards both parties against share price volatility during the transaction period.

Impact on Issued Capital and Shareholder Dilution for Elevate Uranium

Following this share quotation, Elevate Uranium’s total issued capital stands at 470,669,781 fully paid ordinary shares quoted on the ASX. The company also holds a significant portfolio of unquoted securities, including over 7.1 million options expiring 30 November 2026 at an exercise price of AUD 0.72, alongside other options with varying expiry dates and exercise prices ranging from AUD 0.41 to AUD 0.80.

Additional unquoted securities include 3,061,701 performance rights, 830,011 retention rights, and 228,889 service rights, forming part of employee and consultant remuneration and acquisition arrangements. The substantial unquoted options, especially those expiring in late 2026, indicate potential dilution for shareholders if exercised. Collectively, unquoted securities represent approximately 5.4% additional dilution potential, an important consideration for investors evaluating Elevate Uranium’s capital structure and earnings per share impact.

Transaction Timeline and Prior Disclosure of Marenica Acquisition

The 28 July 2026 share quotation application follows an earlier ASX announcement on 13 July 2026 at 09:41 under Appendix 3B titled "New - Proposed issue of securities - EL8," which initially disclosed the planned share issuance and acquisition. The 15-day gap between announcement and quotation aligns with standard ASX regulatory timelines.

The transaction’s two-stage structure with VWAP pricing was outlined in the original announcement, providing transparency on timing and consideration structure. Completion of both tranches will fully settle the 10% acquisition of Marenica Minerals.

Elevate Uranium’s Strategic Position and Importance of the Marenica Uranium Project

Elevate Uranium Ltd is an ASX-listed uranium exploration and development company focused on identifying and advancing uranium assets. Acquiring a 10% stake in Marenica Minerals diversifies its portfolio, granting exposure to an advanced uranium project in a jurisdiction with robust mining infrastructure. The Marenica Uranium Project is recognised as a significant exploration and early development asset in Namibia, offering potential near- to medium-term development opportunities in the southern African uranium sector.

Namibia is a key uranium producer with operational mines and a supportive regulatory environment. Its proven resources and infrastructure make it an attractive destination for uranium exploration. Elevate Uranium’s minority stake allows participation in project value creation without full funding responsibility, maintaining capital discipline while gaining access to a premier uranium asset.

Capital Deployment and Acquisition Cost Structure for Elevate Uranium

The 10% stake acquisition is funded via share issuance rather than cash, preserving Elevate Uranium’s cash reserves for operations and strategic initiatives. The first tranche issuance, valued at approximately AUD 1.1 million (4,701,659 shares at AUD 0.233960 each), represents partial consideration, with a similar amount expected for the second tranche after VWAP adjustment. The total estimated consideration is about AUD 2.2 million in shares at announcement.

This share-based acquisition aligns shareholder interests with acquisition outcomes, linking Elevate Uranium’s share price performance to acquisition cost. The two-stage VWAP mechanism ensures market-reflective pricing, avoiding artificial valuations. For shareholders, this approach offers transparency on acquisition cost while conserving cash for exploration and development on both Marenica and other projects.

Unquoted Securities and Potential Future Dilution for Investors

Elevate Uranium holds a substantial unquoted securities portfolio, including options expiring across 2026 to 2029 with various exercise prices. The largest option series includes 7,174,273 options expiring 30 November 2026 at AUD 0.72, representing about 1.5% potential dilution if exercised. Another major series of 5,850,000 options expiring 24 November 2026 at AUD 0.64 adds approximately 1.2% potential dilution.

Performance rights totaling 3,061,701 securities add further potential dilution, contingent on performance and vesting conditions set by the board. Investors should monitor exercise and vesting activity, as significant events could impact earnings per share and voting power. The concentration of option expiries in late 2026 suggests notable dilution potential in the near term.

Regulatory Compliance and ASX Quotation Process

The quotation application for 4,701,659 shares complies with ASX Listing Rules Appendix 2A, following prior notification under Appendix 3B. The initial transaction disclosure on 13 July 2026, followed by the 28 July quotation application, ensures market transparency and regulatory adherence. This process informs investors of security issuance details, pricing, and intended use of proceeds before shares commence trading.

Elevate Uranium’s compliance with formal quotation procedures maintains ASX regulatory standards and provides reliable information on the company’s evolving capital structure to market participants.

Second Tranche Anticipated to Finalize Marenica Acquisition

Elevate Uranium expects to issue a further approximately 4,701,659 shares to complete the acquisition, subject to the same 5-day VWAP pricing adjustment applied to the first tranche. The VWAP will be calculated in the 5-day period before the second closing date. The timing of this second quotation application is yet to be announced but is anticipated within coming months.

This staged acquisition approach allows both parties to monitor market and business developments between tranches. Upon completion of both issuances, totaling approximately 9.4 million shares, Elevate Uranium will fully hold its 10% stake in Marenica Minerals, marking a significant portfolio addition and completing the strategic transaction announced on 13 July 2026.