Toubani Resources Launches 36.4 Million Options Offer for Eligible Investors

Details and Framework of the 36 Million Option Offering

Toubani Resources Limited has unveiled a substantial options offer comprising up to 36,446,972 new options for eligible participants. Commencing on Friday, 17 July 2026, this initiative represents a key capital management strategy. The prospectus lodged with ASIC on the same day outlines the terms, conditions, and eligibility for participation. The offer period spans one week, closing at 5:00pm AWST on Friday, 24 July 2026, unless extended by the company.

This prospectus also facilitates secondary trading of shares issued upon option exercise, allowing both option distribution and a trading framework for resulting shares. Applications must be submitted using forms attached to or provided alongside a complete, unaltered prospectus. Submission of an application form confirms the applicant’s receipt and understanding of the prospectus and agreement to its terms.

Eligibility Criteria, Geographic Restrictions, and Target Market Determination

The offer is confined to eligible participants within a defined target market determined under the Corporations Act’s design and distribution obligations. The target market determination (TMD) is accessible on the company’s website at https://toubaniresources.com/. Only invited participants fitting the TMD criteria will be eligible, with copies of the TMD provided accordingly.

Internationally, the prospectus explicitly excludes offers in jurisdictions where such offers are unlawful. Distribution outside Australia is limited to certain institutional and professional investors under specific regulatory exemptions. This geographic limitation aligns with Australian capital markets norms, ensuring compliance and protection for both the company and investors.

Regulatory Classification and Prospectus Details

The prospectus is classified as a transaction-specific prospectus under section 713 of the Corporations Act, entailing a reduced disclosure level compared to initial public offering documents. Lodged with ASIC on Friday, 17 July 2026, neither ASIC, ASX, nor their officers endorse the prospectus contents or investment merits. This disclaimer is standard in such filings.

As a disclosing entity, Toubani Resources is expected to have certain information reasonably known to investors and advisers. The offer does not have an exposure period, meaning the usual 14-day open period does not apply. Copies of the prospectus are available for inspection at the company’s registered office at 3 Richardson Street, West Perth, WA during business hours and can be provided upon request.

Investment Risks and Speculative Nature of the Options

The company highlights that investing in the new options is highly speculative. Prospective investors should thoroughly read the prospectus to understand the company’s financial status, assets, liabilities, and prospects. The document does not consider individual investment goals, financial circumstances, or tax implications, underscoring the elevated risk profile of options investments compared to direct shareholding.

Potential investors are urged to consult with stockbrokers, solicitors, accountants, or other professional advisers before investing. The prospectus details key risks in section 3, which applicants should review carefully to make informed decisions based on their risk tolerance and financial objectives.

Forward-Looking Statements and Associated Uncertainties

The prospectus contains forward-looking statements identified by terms such as 'believes', 'expects', 'intends', 'may', 'will', and similar phrases. These statements rely on current economic conditions and assumptions about future events as of the lodgement date. They are not guarantees of future performance and involve risks and uncertainties beyond the company’s control.

Toubani Resources does not intend to update these statements unless legally required. Investors are cautioned against placing undue reliance on forward-looking statements, which may not materialize, protecting the company from liability related to unmet projections.

Application Process and Documentation Requirements

Applications must be submitted using forms provided with a complete, unaltered copy of the prospectus, either in paper or electronic format. The Corporations Act prohibits passing application forms without the accompanying prospectus to ensure full disclosure is provided to all prospective investors.

The prospectus and application forms contain detailed instructions for acceptance. By submitting an application, investors confirm they have received, read, and agreed to the prospectus terms and conditions.

Tax Implications and Need for Professional Advice

The prospectus notes that acquiring and disposing of securities under this offer may have tax consequences varying by individual circumstances. It clarifies that the document is not financial product advice and does not address personal financial or tax situations. The company is not licensed to provide financial advice.

Due to the complexity of tax treatments related to options and shares, investors should seek advice from qualified tax professionals. Tax outcomes depend on factors such as residency, timing of exercise, and option status at exercise, impacting capital gains, income tax, and franking credits.

Offer Expiry and Availability of Documentation

No options will be issued under this prospectus later than 13 months after the lodgement date of Friday, 17 July 2026, consistent with Australian securities law. Any further issuances beyond this period require updated disclosure filings. The prospectus is available for inspection at the company’s registered office at 3 Richardson Street, West Perth, WA 6005 during normal business hours and will be provided upon request.

Additional documents may be supplied subject to legal requirements. No information outside the prospectus is authorized or should be relied upon, ensuring investors base decisions solely on official disclosures.

Impact on Shareholders and Market Participants

This options offer reflects Toubani Resources’ capital management approach, favoring equity-linked instruments over traditional debt or direct equity issuance. Options can delay immediate dilution and attract investors with varied risk appetites. Existing shareholders may increase their holdings by exercising options when shares become available.

Investors and market participants should review the prospectus and all company disclosures to understand the company’s financial health, strategy, and material developments affecting option and share value. The use of a transaction-specific prospectus indicates ongoing disclosure obligations with ASIC and ASX.