Highfield Resources (HFR) Investor Presentation summary

Transaction overview and strategic rationale

• Highfield Resources is acquiring the Southey potash project in Canada from Yancoal Canada for US$286 million, paid in new shares at A$0.50 per share, and raising at least US$220 million from strategic investors through a Cornerstone Placement at the same price.

• The transaction will transform Highfield into a globally diversified potash company with assets in Spain (Muga) and Canada (Southey), both in tier-1 jurisdictions.

• The deal is inter-conditional: completion of the Southey acquisition and Cornerstone Placement are linked, with closing expected in early 2025, subject to regulatory and shareholder approvals.

• Yankuang Energy, a subsidiary of Shandong Energy, will become the majority shareholder and can nominate most of the board, providing strong financial backing and industry expertise.

• The transaction is expected to fully fund Phase 1 of the Muga project and position Highfield for future growth, including potential development of Muga Phase 2 and Southey.

Funding structure and use of proceeds

• US$220 million will be raised from strategic investors (Yankuang Energy, Beijing Energy, Taizhong, and others) via new shares, with additional short-term funding of up to US$15 million to bridge to transaction completion.

• The Southey acquisition is funded by issuing new shares to Yankuang Energy, while project finance and equipment leases support Muga's construction.

• Short-term funding includes an institutional placement and a share purchase plan, with EMR Capital (current largest shareholder) supporting the initiative.

• Proceeds will cover Southey acquisition, Muga Phase 1 capex, contingencies, capitalized interest, and general corporate purposes.

• The offer price for the short-term placement is A$0.2989 per share, a significant discount to the A$0.50 Cornerstone Placement price.

Asset portfolio and project highlights

• Muga (Spain) is a fully permitted, construction-ready potash project with a 30-year mine life, 1 Mtpa planned capacity, and low cash costs (US$118/t), targeting €340 million annual EBITDA at full production.

• Southey (Canada) is a large-scale, high-quality potash project with environmental approval and feasibility study completed, using proven solution mining methods.

• Both projects are strategically located near key infrastructure and markets, with Muga benefiting from proximity to European customers and Southey to North American logistics.

• Muga is forecast to be one of the highest margin potash mines globally, with low capex intensity and first quartile margin position.

• The combined portfolio offers near-term production, long-term growth, and significant value upside from future expansions.