Announcement PDF Bannerman Energy Ltd W bannermanenergy.com Suite 7, 245 Churchill Avenue, Subiaco, Western Australia 6008 T +61 8 9381 1436 PO Box 1973, Subiaco, Western Australia 6008 E info@bmnenergy.com Bannerman Energy Ltd Share Purchase Plan Not for release to US wire services or distribution in the United States 18 September 2026 Dear Shareholder, OFFER TO PARTICIPATE IN SHARE PURCHASE PLAN The Directors of Bannerman Energy Ltd (ASX:BMN, OTCQB:BNNLF, NSX:BMN) (Bannerman or the Company) are pleased to offer you the opportunity to participate in the Bannerman Share Purchase Plan (SPP). Under the SPP, the Company offers eligible shareholders who were registered holders of fully paid ordinary shares (Shares) in the Company as at 7:00pm (AEST) on Tuesday, 8 September 2026 (Record Date), and whose registered address is in Australia or New Zealand, the opportunity to apply for parcels of new Shares (New Shares) in Bannerman of up to A$30,000 without paying brokerage or other transaction costs. The SPP follows the Company’s recent announcements in relation to: (a) all conditions precedent to completion of its strategic investment and joint venture for the funding, development and operation of the Etango Uranium Project (Etango or Etango Project) with CNNC Overseas Limited (CNOL) having been either satisfied or waived; and (b) its fully-underwritten institutional placement to raise A$124 million (Placement). It has been a transformational calendar year for Bannerman, particularly now that the Etango strategic financing transaction with CNOL is unconditional and we have completed the Placement which will see Etango fully funded through production and ramp-up, inclusive of working capital requirements. I would like to thank our long-term shareholders for the support they have offered Bannerman along the journey and look forward to welcoming new shareholders to our register as we rapidly progress Etango towards first uranium production and deliver on our commitment to be the next large-scale greenfield uranium producer globally. The Placement, in addition to the near-term investment by CNOL, means we are funded to deliver the development of Etango on a debt-free basis, financially de-risking construction and ramp-up, while also having the benefit of securing CNOL’s strong execution support alongside fully market-priced exposure to uranium through the flexible cornerstone offtake arrangement. This is a highly robust outcome that further emphasises the natural leverage to uranium price upside that Bannerman boasts by virtue of Etango’s large scale and expansion potential. The issue price for the New Shares under the SPP is A$4.00 per Share, which is the same issue price as under the Placement. The issue price represents a 5.4% discount to the last closing price on the ASX of A$4.23 per Share on Tuesday, 8 September 2026 (being the last trading day on ASX before the SPP and Placement were announced). The SPP is not underwritten. Bannerman is targeting to raise approximately A$10 million (before costs) under the SPP and, depending on demand, may scale back applications or (to the extent permitted by the ASX Listing Rules) raise a higher amount, at its absolute discretion. Page 2 of 20 Funds raised under the Placement and SPP will be allocated and utilised for the following purposes: · Bannerman’s 55% share of residual Etango working capital funding requirement; · further working capital to provide additional headroom to support Etango construction activities, prudent future contingencies and growth initiatives; and · general corporate expenses and offer costs. If Bannerman does not raise the full amount targeted under the SPP, Bannerman intends to apply the gross proceeds received firstly towards meeting the costs of the Placement and SPP, and then towards the above items to the extent possible. The SPP will open on Friday, 18 September 2026 and will remain open until 5:00pm (AEST) on Friday, 2 October 2026 (unless extended, withdrawn or closed early by the Company). As soon as practicable (and in any event no later than 5 business days) after the close of the SPP, Bannerman will make an ASX announcement as to the outcome of the SPP and the number of New Shares to be issued. The offer of New Shares is made under this SPP Offer Booklet. To apply for a parcel of New Shares, please follow the instructions set out in the SPP Offer Booklet and on your personalised Application Form which is available online at www.computersharecas.com.au/bmn. Further information and application instructions for the offer under the SPP, as well as the risks associated with investing in New Shares, are detailed in this SPP Offer Booklet and your personalised Application Form. These documents are important and should be read thoroughly in conjunction with the publicly available information relating to Bannerman. If you are unsure about whether to participate, please contact your stockbroker, solicitor, accountant or other professional adviser. If you have any queries or require further information, please visit https://bannermanenergy.com or contact the Bannerman Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside of Australia) between 8:30am and 5:00pm (AEST) Monday to Friday during the SPP offer period. On behalf of the Board, I encourage you to consider this opportunity to increase your investment in Bannerman. Yours sincerely Brandon Munro Executive Chairman Bannerman Energy Ltd Page 3 of 20 Key Dates* Date (and time if relevant) Event 7:00pm (AEST), Tuesday 8 September 2026 Record Date The date and time at which Bannerman determines who is eligible to participate in the SPP. Friday 18 September 2026 Opening Date Applications will be processed following this date. 5:00pm (AEST), Friday 2 October 2026 Closing Date Application monies must be received by this time and date. Friday 9 October 2026 Announcement of SPP Results Friday 9 October 2026 Issue Date The date on which the New Shares under the SPP are expected to be issued and any scale back of the New Shares under the SPP is announced. Monday 12 October 2026 Quotation Date New Shares are quoted on ASX. Monday 12 October 2026 Trading Date The date on which the New Shares are expected to begin trading. * Bannerman may change any of the Key Dates at its discretion (even if the offer has opened or applications have been received). Instructions The SPP opens on Friday, 18 September 2026 and under the offer you may only apply for a parcel of New Shares as set out in the table below. Fractional entitlements to New Shares will be rounded up to the nearest whole share. Application Amount Number of New Shares A$30,000 7,500 A$20,000 5,000 A$15,000 3,750 A$10,000 2,500 A$7,500 1,875 A$5,000 1,250 A$2,500 625 Details of the offer and how to participate are set out in this document. This document and your personalised Application Form are also accessible online at the offer website, being www.computersharecas.com.au/bmn. If you are unable to access the website online you can request a copy of the SPP Offer Booklet and the personalised Application Form to be posted or emailed to you by contacting the Bannerman Shareholder Page 4 of 20 Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside of Australia) between 8:30am and 5:00pm (AEST) Monday to Friday during the SPP offer period. To apply and pay for your New Shares, you must make a payment by BPAY®1 in accordance with the instructions on your personalised Application Form. However, if you are an Eligible Shareholder in New Zealand, you may make a payment by BPAY® or electronic funds transfer in accordance with the instructions on your personalised Application Form. There is no need to return your Application Form if paying by BPAY® or EFT. The Company will not accept any payment method other than BPAY® or electronic funds transfer and payments by cash, cheque, bank draft or money order will not be accepted. If you are an Eligible Shareholder in Australia and would like to participate but do not have access to BPAY®, please contact your bank or financial institution for assistance with making payment by BPAY® or contact the Bannerman Shareholder Information Line 1300 850 505 (within Australia) or +61 3 9415 4000 (outside of Australia) between 8:30am and 5:00pm (AEST) Monday to Friday to obtain EFT payment instructions. Timing Application monies must be received before 5:00pm (AEST) on Friday, 2 October 2026. It is the responsibility of the applicant to ensure that application monies are received by this time. Questions If you have any questions relating to the SPP, please contact your professional adviser or the Bannerman Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside of Australia), from 8:30am to 5:00pm (AEST) Monday to Friday during the SPP offer period. No offer outside Australia and New Zealand This document may not be released to US wire services or distributed in the United States or any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any country other than Australia and New Zealand. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements under the US Securities Act and applicable US state securities laws. 1 ® Registered to BPAY Pty Ltd ABN 69 079 137 518. Page 5 of 20 Terms and Conditions IMPORTANT NOTICE: The market price of Bannerman shares may rise or fall from now to when the New Shares are issued to you under the SPP. Therefore, if you apply for and Bannerman issues to you New Shares under the SPP, the offer price for those New Shares may be more than, or less than, the market price of Bannerman shares you could buy at that time. By making a payment for New Shares, you acknowledge this risk. Bannerman encourages you to contact your professional adviser regarding whether to participate in the SPP and how much to contribute. Offer timetable (a) The offer timetable is set out in the Key Dates above and is included in these Terms and Conditions. (b) Application monies may not be processed and may not be valid if they have not been received by or on behalf of Bannerman by the time and date specified for the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should take this into consideration when making payment. (c) Bannerman will send a transaction confirmation or holding statement to you in accordance with the ASX Listing Rules. (d) Bannerman expects that the New Shares will be issued under the SPP on the Issue Date and will commence trading on ASX on the Trading Date. You must confirm your holding before trading in any New Shares you believe have been issued to you under the SPP. (e) At any time, Bannerman can change the Closing Date, the Issue Date and the Trading Date (even if the offer has opened or application monies have been received) by lodging a revised timetable with ASX. Eligible Shareholders You are eligible to participate in the SPP (an Eligible Shareholder) if you were a registered holder of Bannerman ordinary shares with a registered address in Australia or New Zealand as at 7:00pm (AEST) on Tuesday, 8 September 2026 (being the Record Date) unless: (a) you are in the United States or acting for the account or benefit of a person in the United States; or (b) you hold Bannerman shares on behalf of another person who resides outside Australia or New Zealand, in which case you will not be eligible to participate in respect of the shares of that person. Bannerman has determined that it is not practical for holders of Bannerman shares with registered addresses in other countries to participate. Participation by Eligible Shareholders · Holders receiving more than one offer: If you are the only registered holder of Bannerman shares, but you receive more than one offer under the SPP (due to multiple registered holdings), you may only contribute a maximum of A$30,000 in applying for New Shares. · Joint Holders: If two or more persons are recorded in the register of members of Bannerman as jointly holding Bannerman shares, they are considered to be a single registered holder for the purposes of the SPP and as joint holders they are entitled to participate in the SPP in respect of that single holding only. If as joint holders you receive more than one offer under the SPP due to multiple identical holdings, you may still only contribute a maximum of A$30,000 in applying for New Shares. · Custodians, trustees and nominees: If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (Custodian), and hold Bannerman shares on behalf of one or more Beneficiaries (as defined below) on whose behalf you are participating in the offer (each a Participating Beneficiary), or on behalf of a "downstream custodian" within the definition of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 who holds the beneficial interest in Bannerman shares on behalf of a Participating Beneficiary, you may apply for up to a maximum of A$30,000 worth of New Shares for each Participating Beneficiary, subject to providing Bannerman with a Custodian Certificate in accordance with paragraph (d) of “Significance of applying for New Shares” below. A Custodian has the discretion to extend the offer to the Page 6 of 20 Beneficiaries. A Beneficiary is a person who resides in Australia or New Zealand for whom a Custodian (being an Eligible Shareholder) held Bannerman ordinary shares on the Record Date and who is not in the United States. If you are not a Custodian, the rules for multiple single holdings (and joint holdings) apply and you may only contribute a maximum of A$30,000 in applying for New Shares. You are not eligible to participate on behalf of a person who resides outside Australia and New Zealand. Custodians can contact the Share Registry via email on custodians@computershare.com.au to obtain the custodian certificate. Participation is optional Participation in the SPP is entirely optional. If you are an Eligible Shareholder, you can choose whether or not to participate. How much can you invest? (a) Bannerman is targeting to raise approximately A$10 million (before costs) under the SPP. Depending on demand, Bannerman may scale back applications or (to the extent permitted by the ASX Listing Rules) raise a higher amount, at its absolute discretion. (b) If you are an Eligible Shareholder, you may apply to buy a parcel of New Shares by contributing a set amount of either A$2,500, A$5,000, A$7,500, A$10,000, A$15,000, A$20,000 or A$30,000. (c) Your application may be subject to scaleback and/or rounding. Bannerman reserves absolute discretion regarding the amount raised under the SPP and exercise of its right to accept additional funds or to scale back applications. If there is a scaleback, Bannerman may in its absolute discretion determine to apply the scaleback to the extent and in the manner that it sees fit (see further below). (d) Unless you are applying as a Custodian, the maximum amount of A$30,000 applies even if you receive more than one Application Form or if you hold shares in Bannerman in more than one capacity (for example, if you are both a sole and joint holder of shares in Bannerman - see “Eligible Shareholders” above) and irrespective of the number of Bannerman shares you hold on the Record Date. Bannerman can reject any application for New Shares if Bannerman believes you have not complied with this condition. How to apply for New Shares An electronic copy of this SPP Offer Booklet, along with your personalised Application Form, is accessible at www.computersharecas.com.au/bmn. To apply for New Shares under the SPP, access your personalised Application Form online at the link above and follow the instructions to make payment. If you are unable to access the offer website you can request a copy of the SPP Offer Booklet and the personalised Application Form to be posted or emailed to you by contacting the Bannerman Shareholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside of Australia). If you would like to participate in the SPP, you must make a payment by BPAY® or electronic funds transfer in accordance with the instructions on your personalised Application Form (available online at www.computersharecas.com.au/bmn). Electronic funds transfer payments are intended to be only available to Eligible Shareholders in New Zealand (in addition to BPAY®). The Company will not accept any payment method other than BPAY® or electronic funds transfer and payments by cash, cheque, bank draft or money order will not be accepted. If you are an Eligible Shareholder in Australia and would like to participate but do not have access to BPAY®, please contact your bank or financial institution for assistance with making payment by BPAY® or contact the Bannerman Shareholder Information Line between 8:30am and 5:00pm (AEST) Monday to Friday to obtain EFT payment instructions. When making payment via EFT, please ensure your unique reference number (included on your SPP Application Form for New Zealand shareholders, or provided to you with EFT payment details for Australian shareholders) is used as the reference for your application payment. If the reference number is not used in your application payment, your application may not be able to be processed, which may result in no New Shares being issued to you. BPAY® customers must use the customer reference number shown on the Application Form which is required to identify your holding. When paying by BPAY® or EFT, you do not need to return your Application Form. However, Custodians applying for Beneficiaries must still complete and return a Custodian Certificate in accordance with paragraph (d) of “Significance of applying for New Shares” below. Page 7 of 20 IMPORTANT NOTE: By making a payment for New Shares, you represent that the total of the application price for the following does not exceed A$30,000 (even if you have received more than one offer under the SPP or have received offers in more than one capacity): (a) the New Shares the subject of this application; (b) any other shares applied for under this SPP, or shares or interests in the class issued under a similar arrangement in the 12 months before this application; (c) any other shares or interests in the class which you have instructed a Custodian to acquire on your behalf under this SPP; and (d) any other shares or interests in the class issued to a Custodian under an arrangement similar to this SPP in the 12 months before this application as a result of you instructing the Custodian or another Custodian, which resulted in you holding a beneficial interest in the shares or interests. Payment for New Shares may not be processed and may not be valid if it has not been received by Bannerman by the time and date specified for the Closing Date. You should be aware that your financial institution may implement earlier cut-off times regarding electronic payment, and you should consider this when making payment. Bannerman’s discretion regarding applications Bannerman may reject applications for New Shares under the SPP, including if: (a) you are a Custodian, and Bannerman is not satisfied with your certification for any reason; (b) a payment is not received or is incomplete or invalid, or does not correspond to one of the prescribed Application Amounts contained in this SPP Offer Booklet; (c) unless you are applying as a Custodian, an applicant appears to be contributing more than A$30,000 under the SPP; (d) an application is received after the time and date specified as the Closing Date. Bannerman has a discretion whether or not to accept late payments; or (e) Bannerman believes you are not an Eligible Shareholder, and Bannerman must reject applications if required to do so under ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. Bannerman reserves the right to refund your payment in accordance with the terms set out in the SPP Offer Booklet and not issue you any New Shares. Offer price The New Shares under the SPP will be issued at A$4.00 per Share, which represents a 5.4% discount to the last closing price on the ASX of A$4.23 on Tuesday, 8 September 2026 (being the last trading day on ASX before the SPP and Placement were announced). The number of New Shares issued to an applicant will be determined by dividing their application monies by the issue price. If this calculation produces a fractional number, the number of New Shares will be rounded up to the nearest whole share. Applications may be scaled back (a) Bannerman may, in its absolute discretion, issue to you less than the number of New Shares you have applied for depending on demand (Scaleback). If there is a Scaleback, Bannerman may in its absolute discretion determine to apply the Scaleback to the extent and in the manner that it sees fit. When determining the amount (if any) by which to scale back an application, the Company will take into account a number of factors, including compliance with regulatory requirements, the amount applied for by an applicant, the size of an applicant’s shareholding, the extent to which an applicant has sold or purchased additional Shares after the Record Date, whether the applicant has multiple registered holdings and the date an application was made. Eligible Shareholders are, therefore, encouraged to submit their applications early. (b) If there is a Scaleback you may not receive all the New Shares for which you have applied. If a Scaleback produces a fractional number when applied to your parcel, the number of New Shares you Page 8 of 20 will be issued will be rounded up to the nearest whole share. (c) If there is a Scaleback, Bannerman will refund the difference between your application money and the total offer price for the New Shares issued to you (without interest), except where that amount is less than A$2.00, in which case it will be retained by the Company. For Eligible Shareholders registered in Australia, your refund will be by way of Australian direct credit deposit to your nominated Australian bank account or by cheque to your postal address as recorded by the Share Registry. For Eligible Shareholders registered in New Zealand, your refund will be by way of Australian direct credit only and payment will be withheld until valid Australian bank account details have been received by the Share Registry. If you wish to advise or change your payment instructions with the Share Registry, you may do so online at www.computershare.com/investor by logging in (or registering an account) and by following the instructions to update your details. No other participation costs No brokerage, commission or other participation costs are payable by you to acquire New Shares under the SPP. No interest No interest will be paid on any application money returned to you. You cannot transfer your rights under this SPP Your rights under this offer are personal to you and non-renounceable. This means you cannot transfer your right to purchase New Shares under this SPP to anyone else. Equal ranking New Shares issued under the SPP will, at the time of issue, rank equally with existing Bannerman shares quoted on ASX, with the same voting rights, dividend rights and other entitlements. Significance of applying for New Shares If you apply to participate in the SPP: (a) you agree that once you have made your payment, you cannot withdraw or cancel your application and your application is unconditional; (b) you confirm that you are an Eligible Shareholder and that you are lawfully permitted to accept the offer under the SPP and participate in the SPP in accordance with these Terms and Conditions and any applicable laws; (c) you certify that, even if you have received more than one offer under the SPP or received offers in more than one capacity, the total of the application price for the following does not exceed A$30,000: · the New Shares the subject of this application; · any other shares applied for under this SPP, or shares or interests in the class issued under a similar arrangement in the 12 months before this application; · any other shares or interests in the class which you have instructed a Custodian to acquire on your behalf under this SPP; and · any other shares or interests in the class issued to a Custodian under an arrangement similar to this SPP in the 12 months before this application as a result of you instructing the Custodian or another Custodian, which resulted in you holding a beneficial interest in the shares or interests; (d) if you are a Custodian and are applying for New Shares with a total application price exceeding A$30,000, you may only do so subject to you providing a notice in writing to Bannerman certifying the matters required by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 at section 8(3) (Custodian Certificate). Custodians should request a pro forma Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate or if you would like further information on how to apply, you should contact the Share Page 9 of 20 Registry via email on custodians@computershare.com.au; (e) you agree to these Terms and Conditions and you agree not to do anything which would be contrary to the spirit, intention or purpose of the SPP; (f) you agree to be bound by the Constitution of Bannerman; (g) you agree that your application is only effective when received by (or deemed to be received by) or on behalf of Bannerman; (h) you accept the risks associated with any refund that may be sent to you by direct credit to your account as nominated to the Share Registry or cheque to your address shown on Bannerman’s register; (i) you agree that Bannerman and the Share Registry have not provided you with investment or financial product advice, and that they have no obligation to provide advice to you about your decision to apply for and be issued New Shares; (j) you agree that Bannerman is not liable for any exercise of its discretions referred to in these Terms and Conditions; and (k) you are not in the United States and are not acting for the benefit of or the account of a person in the United States. Notice to shareholders in New Zealand The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of Bannerman with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not a product disclosure statement, an investment statement or prospectus or other disclosure document under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement, investment statement, prospectus or other disclosure document under New Zealand law is required to contain. No US offer If you apply to participate in the SPP or instruct a Custodian to do so on your behalf, you acknowledge and agree that: (a) the New Shares have not been, and will not be, registered under the US Securities Act, or the securities laws of any state or other jurisdiction in the United States, except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws; (b) the New Shares may only be offered and sold outside the United States in "offshore transactions" (as defined and in reliance on Regulation S under the US Securities Act); (c) you are not in the United States and are not acting on behalf of or for the account of a person in the United States; (d) you must not send copies of these Terms and Conditions or any other material relating to the SPP to any person in the United States or elsewhere outside Australia and New Zealand; (e) you agree that if in the future you decide to sell or otherwise transfer the New Shares you will only do so in "regular way" transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States; (f) you must not make a payment for New Shares for any person resident outside Australia or New Zealand; (g) if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand and is not in the United States; and (h) if you do not comply with these restrictions, it may result in violations of applicable securities laws. Withdrawal, waiver, suspension and termination Bannerman reserves the right to withdraw the offer at any time up to the Issue Date. Page 10 of 20 Bannerman reserves the right at any time to: (a) waive compliance with any provision of these Terms and Conditions; (b) amend or vary these Terms and Conditions; and (c) suspend or terminate the SPP. Any amendment, variation, suspension or termination is binding on all Eligible Shareholders even if Bannerman does not notify you of the event. Settling disputes Bannerman may settle, in any manner it deems appropriate, any difficulties, anomalies or disputes which may arise in connection with, or by reason of, the operation of the SPP whether