Quarterly Activity and Cashflow Report
Released
Released
Announcement PDF
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ASX ANNOUNCEMENT
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
30 October 2026
QUARTERLY ACTIVITIES REPORT
For the Period Ended 30 September 2026
Key Highlights
• Pinnacle continued the strategic review and management of its existing exploration portfolio,
comprising the Capel Mineral Sands (WA), Wirrulla Rare Earths and Uranium (SA), and the 75%-
owned Adina East Lithium Project in Quebec (Canada).
• The Company continued evaluating opportunities to advance its existing projects through potential
farm-out, joint venture, strategic partnership and other commercial arrangements.
• Management assessed new acquisition opportunities across critical minerals and other prospective
commodities, with a focus on geological merit, commercial terms and potential shareholder value.
• Pinnacle maintained its existing projects while managing expenditure and preserving financial
flexibility.
Events Subsequent to 30 September 20261
• Proposed acquisition of APT Tungsten: Pinnacle entered into a binding agreement to acquire 100%
of APT, which holds an exclusive option over five tungsten projects in Utah, USA.
• Strategic US tungsten portfolio: The proposed acquisition encompasses 199 claims over ~4,000
acres, including Hero (House Range), Lone Pine, Trout Creek, Desert Flower, and Super W (West
Tintic).
• Priority exploration opportunity: Hero (House Range) has been identified as the initial exploration
priority following a September 2026 site visit that identified extensive outcropping skarn and historical
workings.
• Historical tungsten mineralisation: Selective rock chip sampling undertaken in May 2026 returned
results of up to 12.25% tungsten (W), equivalent to approximately 15.45% tungsten trioxide (WO3) at
Lone Pine. These selective samples are not representative of overall mineralisation.
• Proposed acquisition consideration: The transaction is structured through the issue of 33,333,333
ordinary shares and 33,333,333 performance shares, subject to the applicable transaction conditions.
• Proposed A$1.3 million placement: Pinnacle intends to undertake a placement at A$0.045 per share
with American Tungsten & Antimony Limited (ASX: AT4) agreeing to subscribe for approximately
A$412,066, subject to completion and necessary approvals.
• Exploration pathway: initial on-ground exploration in Utah is targeted to commence in January 2027,
subject to completion of the acquisition, permitting and access requirements.
Pinnacle Minerals Limited (ASX:PIM, “Pinnacle” or the “Company”) is pleased to release its Quarterly
Activities Report and Appendix 5B for the period ended 30 September 2026 (the “Quarter” or the
“Reporting Period”).
During the Quarter, the Company maintained its existing exploration portfolio across Australia and Canada,
continued reviewing strategic opportunities to unlock value from its assets and assessed potential new project
acquisitions.
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Following the end of the Reporting Period, Pinnacle entered into a binding agreement to acquire APT Tungsten
Limited (“APT”), providing a proposed pathway into the strategically important US tungsten sector through a
portfolio of five projects in Utah.
The proposed acquisition represents a significant development in Pinnacle’s growth strategy and is detailed
separately under Events Subsequent to the Quarter.
Pinnacle Minerals’ Managing Director and CEO, Mr William (Bill) Witham, commented:
“During the September Quarter, Pinnacle continued to take a disciplined approach to managing its existing
exploration portfolio while assessing opportunities capable of delivering long-term shareholder value.
Following the end of the Quarter, the announcement of the proposed acquisition of APT Tungsten represents
an important development in that strategy, providing exposure to a critical mineral with growing importance in
the United States.
The Utah portfolio offers a number of early-stage exploration opportunities supported by historical tungsten
workings and geological information, while our existing projects in Australia and Canada continue to provide
additional optionality.
Our immediate priorities are to progress the acquisition through the necessary approvals, prepare for initial
exploration in Utah and continue evaluating the most appropriate pathways to advance our broader portfolio.”
OVERVIEW OF OPERATIONS
Existing Exploration Portfolio and Strategic Review
During the September 2026 Quarter, Pinnacle remained focused on maintaining and evaluating its
existing mineral exploration portfolio, comprising the Capel Mineral Sands (WA), Wirrulla Rare Earths
and Uranium (SA), and the Adina East Lithium Project in Quebec (Canada).
The Company continued its strategic review of these assets, considering opportunities to advance
exploration and unlock potential value while maintaining a disciplined approach to capital expenditure.
This review included consideration of potential joint venture arrangements, farm-outs, strategic
partnerships and other commercial transactions that could support further exploration without requiring
Pinnacle to fund all activities independently.
In parallel, Pinnacle continued assessing new acquisition opportunities across the resources sector with
particular attention to critical minerals and projects with favourable geological characteristics, established
exploration datasets and clear potential pathways for advancement.
The Company remained focused on identifying opportunities aligned with its technical and commercial
criteria, while preserving financial flexibility to pursue transactions considered capable of generating
shareholder value.
Capel Mineral Sands Project (Western Australia)
The Capel Mineral Sands Project (E70/6372) (“Capel”) is located in the South West of Western Australia,
and is held 100% by Pinnacle.
The Project covers a prospective palaeo-shoreline system within an established mineral sands region
that has historically been explored by major industry participants, including Iluka Resources and Tronox.
Previous exploration at Capel included a 2,067 metre, 95-hole aircore drilling program completed in 2024,
targeting two shoreline trends prospective for ilmenite-dominant heavy mineral sands mineralisation, with
accessory zircon and rutile.
Historical drilling results reported by Pinnacle include:
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• 21m at 3.3% HM from surface (RB007)
• 21m at 2.6% HM from surface (RB001)
• 18m at 2.2% HM from surface (RB003)
The Project benefits from its location within an established mineral sands district, with access to existing
road, power and infrastructure.
During the September Quarter, Pinnacle continued evaluating opportunities to advance Capel through
potential strategic partnerships, farm-out or joint venture arrangements.
The Company remains focused on identifying an appropriate development and exploration pathway that
balances the Project’s geological potential with efficient capital allocation.
Figure 1: Capel Mineral Sands Project Location
Wirrulla REE and Uranium Project (South Australia)
The Wirrulla Project (EL 6968) (“Wirrulla”) covers a 957 km² tenement on South Australia’s Northern Eyre
Peninsula, and is considered prospective for rare earth elements and uranium, with historical geological
information identifying shallow clay-hosted rare earth mineralisation and a significant circular magnetic
feature.
Historical petrographic analysis has identified an intrusive geological setting that may be associated with
carbonatite-related mineralisation, providing additional exploration potential.
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During the Quarter, Pinnacle continued its review of the Project’s geological potential and considered
opportunities for further exploration and potential commercial partnerships.
The Company will continue evaluating options to advance Wirrulla while maintaining a disciplined
approach to exploration expenditure.
Figure 2: Wirrulla Project (EL 6968) tenement package, highlighting the Narlaby Palaeochannel and Cobra Resources
(LSE:COBR) Boland Ionic REE Project
Adina East: Lithium (Canada)
Pinnacle holds a 75% interest in the Adina East Lithium Project located within the James Bay lithium
province of Québec, Canada.
The Project comprises 147 claims totalling 72.7km² (7,274.47 ha) and is located within a prospective
lithium exploration corridor associated with a greenstone belt.
Adina East is situated near several lithium exploration projects, including the neighbouring Trieste Project,
where spodumene-bearing pegmatite mineralisation has previously been reported.
The Project’s geological setting and proximity to known lithium occurrences provide an exploration
opportunity within the broader James Bay lithium province.
During the September Quarter, Pinnacle continued assessing the appropriate pathway for progressing
Adina East, including the potential introduction of a strategic partner and the timing of future exploration
activities.
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The Company will continue reviewing opportunities to progress the Project in a manner consistent with
its broader portfolio strategy.
Figure 3: James Bay Province Highlighting Adina East Project Location
EVENTS SUBSEQUENT TO THE QUARTER1
U.S. Tungsten Portfolio Acquisition
Subsequent to the Quarter’s end, on 26 October 2026, Pinnacle announced that it had entered a binding
agreement (the “Agreement”) dated 22 October 2026 to acquire 100% of APT Tungsten Limited (“APT”) (the
“Acquisition”), which holds an exclusive option over a portfolio of five tungsten projects in Utah, USA.
The Acquisition is intended to complement Pinnacle’s existing portfolio of exploration projects, providing the
Company with exposure to tungsten, a critical mineral with significant strategic demand, particularly within the
United States.
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Figure 4: Location of the five Utah Projects
Utah Projects
The Utah Projects are early-stage tungsten exploration projects across three styles of mineralisation – placer,
skarn and fissure-vein. Several cover historical small-scale tungsten workings mined in the mid-twentieth
century that have seen little modern exploration. A summary of each project is set out below.
Project County Claims Area (approx.) Summary
Hero (House Range) Millard 52 1,000 acres
Skarn contact zone around the Notch Peak intrusive,
hosting a number of historical small-scale workings.
Priority project.
Trout Creek Juab 80 1,600 acres
Alluvial fan on the eastern flank of the Deep Creek
Mountains; placer tungsten target. Depth to bedrock
not yet determined.
Lone Pine Box Elder 18 400 acres
Historical Lone Pine tungsten mine and its interpreted
extensions. Surface rights privately owned.
Desert Flower Box Elder 15 300 acres
Historical Desert Flower mine; skarn contact reported
to be traceable at surface for over five miles.
Super W (West Tintic) Juab 34 700 acres
Historical West Tintic district; certain claims junior in
priority to third-party claims.
Total 199 4,000 acres
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Figure 5: Pinnacle Managing Director & CEO William (Bill) Witham and the team on site at Lone Pine in Utah
Hero (House Range) – Priority Project
The Hero Project (referred to by Western Cobalt as the House Range Project) is located within the historical
Notch Peak tungsten district of Millard County, west-central Utah. It covers portions of the metasomatic contact
zone surrounding the Notch Peak intrusive complex and includes a number of historical tungsten workings and
prospects.
The Notch Peak district is centred on the Jurassic Notch Peak quartz monzonite, which intrudes a thick
sequence of Cambrian carbonate rocks, principally limestone and dolomite. Tungsten occurs as scheelite in
garnet–pyroxene skarn lenses reported to be 1 to 10 feet (0.3 to 3 m) thick.
The district has a documented history of tungsten exploration and mining extending back to the 1940s, from a
series of relatively small mines and workings around the margins of the intrusive, including the New Klondike,
Scheelite Queen, Brown Queen, Pines Peak, Rainbow and Treasure Mountain areas. Historical mining
appears to have followed tungsten mineralisation exposed at or close to surface, using shallow open cuts,
bulldozer trenches, adits and underground workings. The down-dip extension of the eastern contact beneath
thin sedimentary cover has not been tested using modern exploration techniques.
Following the September 2026 site visit, which observed extensive outcropping skarn, historical workings and
mining equipment, the Company has selected Hero as the priority project for initial exploration.
Trout Creek Placer Project
Trout Creek is a placer tungsten target covering an alluvial fan on the eastern flank of the Deep Creek
Mountains, interpreted to be derived from the weathering of adjacent hard-rock tungsten occurrences. Erosion
of tungsten-bearing rocks in the Deep Creek Mountains may have liberated resistant, high-density tungsten
minerals, principally scheelite, and concentrated them in the alluvial and colluvial sediments of the fan. Grade
and continuity in alluvial and colluvial gravels are less predictable than in hard-rock deposits, and depth to
bedrock has not been determined.
The project has been the subject of historical trenching and test pits, and of further trenching in Q4 2025 by
Burgex Inc, which staked the original claims. The immediate exploration objective is to establish whether the
fan contains laterally extensive zones of tungsten mineralisation that could justify systematic drilling and bulk
sampling.
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Lone Pine Tungsten Skarn Project
The Lone Pine Project (referred to by Western Cobalt as the Grouse Creek Project) consolidates the historical
Lone Pine tungsten mine and the interpreted extensions of its mineralised system. Historical mining targeted
tungsten-bearing tactite and skarn developed along the contact between quartz monzonite and reactive
limestone. Scheelite is the principal tungsten mineral of exploration interest.
Historical development was focused on mineralisation that could be reached from the existing workings and
areas of surface expression. Drifts, winzes and crosscuts remain, and historical US Bureau of Mines channel
sampling and 1952 cross-sections are available for compilation. This provides an opportunity to test the strike,
depth and potential concealed extensions of the mineralised contact beyond the historical mine.
The surface rights overlying the Lone Pine claims are privately owned by a third party, and Western Cobalt
gives no warranty that lawful surface access exists free of any third-party right. The Company expects to need
an access agreement with the surface owner before undertaking surface-disturbing exploration.
Desert Flower Project
The Desert Flower Project, in the Newfoundland Range of Box Elder County, north-west Utah, covers the
historical Desert Flower mine and a scheelite-bearing skarn developed along the contact between quartz
monzonite and Ordovician carbonate rocks. Historical geological investigations report that the skarn contact
can be traced at surface for more than five miles (approximately 8 km). Historical mining and exploration were
concentrated around the Desert Flower mine and a limited number of accessible surface occurrences.
Initial exploration is expected to focus on compiling historical records, geological and structural mapping, and
sampling of historical workings and mineralised outcrop along the contact, to identify targets for subsequent
drill testing. The northern part of the claim block also covers a historical copper prospect.
Super W (West Tintic) Project
The Super W Project (referred to by Western Cobalt as the West Tintic Project) is located in the historical West
Tintic mining district of Juab County, central Utah. It covers areas of historical tungsten mining, including the
Bates (approximately 70 feet) and Sullivan (approximately 400 feet) shafts, where mineralisation occurs in
structurally controlled fissure veins and along intrusive contacts.
Certain claims comprising the Super W Project rank behind claims previously located by one or more third
parties, and Western Cobalt gives no warranty as to the validity or priority of the Super W claims to the extent
of any overlap. The Company intends to complete detailed land-status, title and claim-priority investigations
before committing to material on-ground exploration expenditure, and will refine the effective project area once
that review is complete.
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Reported Historical Production
Historical records report tungsten production from three of the Utah Projects, as summarised below.
Project Reported historical production Period Source
Lone Pine
1,156 t at approximately 3.68%
WO₃
1940–44
Everett, F.D., 1961, Tungsten deposits in Utah:
U.S. Bureau of Mines Information Circular 8014
Desert Flower
Approximately 400 short tons
(~360 t) of direct-shipping ore at
1.25% WO₃
1950s US Bureau of Mines Information Circular 8014
Super W (West
Tintic)
7,198 short tons (~6,530 t) at
approximately 0.94% WO₃
1942–44
Davis, D.L., 1944, Report on Desert Tungsten Mine,
West Tintic Mining District, Utah: U.S. Geological
Survey unpublished report (UGS mineral files
MD00562_21). Also summarised in USGS Open
File Report 88-558, a formal publication that states
7,198-ton / 1% WO₃ within the May 1942–June
1944 timeframe.
These are historical production records. They are not estimates of Mineral Resources or Ore Reserves, have
not been verified by a Competent Person, and may not be reliable. No Mineral Resource or Exploration Target
has been estimated for any of the Utah Projects. Refer to “Historical information” in Appendix 1.
May 2026 Rock Chip Sampling
In May 2026, before Pinnacle's involvement, Burgex Inc (“Burgex”), which staked the original claims and is
associated with Western Cobalt, the holder of the claims, collected 25 rock chip and grab samples from
historical workings at the Lone Pine, Desert Flower and Hero projects for APT. The samples were analysed
by ALS (certificate RE26240626, finalised 18 July 2026). All 25 results are reported in Table 1, sample
locations are shown in Figure 3, and JORC Table 1 information is set out in Appendix 2.
• Lone Pine (11 samples, underground workings and glory hole): 0.69% to 12.25% W (0.87% to 15.45%
WO₃), with 8 of 11 samples above 2% W.
• Desert Flower (6 samples, adits and shaft area): 0.013% to 2.40% W (0.016% to 3.03% WO₃); gold up to
0.663 g/t Au (DF-001).
• Hero (House Range) (8 samples, open cuts, pits and adit): 0.033% to 2.20% W (0.042% to 2.77% WO₃).
Rock chip and grab samples are selective by nature. Several were taken from visible scheelite-bearing veins
and skarn within historical workings, and the results are not representative of the mineralisation and should
not be taken as indicative of grade, width or continuity. Two Trout Creek samples (TAC-1 and TAC-2) were
submitted separately and results are pending. Pinnacle intends to validate these results with its own sampling
after completion.
Table 1 – May 2026 rock chip and grab sample results (ALS certificate RE26240626)
Sample Project
Date
(2026)
Latitude Longitude Location / description W %
WO₃
%
Au g/t
LP-1 Lone Pine 2 May 41.517239 -113.772188
Adit below glory hole; 6 in (15 cm)
vein
3.70 4.67 <0.005
LP-2 Lone Pine 2 May 41.517239† -113.772188 2 in (5 cm) vein, beside LP-1 5.17 6.52 <0.005
LP-3 Lone Pine 2 May 41.517117 -113.772039 Glory hole entrance 10.20 12.86 <0.005
LP-4 Lone Pine 2 May 41.517117† -113.772039 15 ft (4.6 m) down glory hole decline 2.15 2.71 0.008
LP-5 Lone Pine 2 May 41.518974 -113.772728 Adit at top of dump; 6 in skarn in roof 1.465 1.85 <0.005
LP-6 Lone Pine 2 May 41.518803 -113.772590
Just inside adit; disseminated
pockets
4.72 5.95 <0.005
LP-7 Lone Pine 2 May 41.518822
-
113.772681‡
20 ft down decline, 10 ft into drift; 15
in section
0.690 0.87 <0.005
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Sample Project
Date
(2026)
Latitude Longitude Location / description W %
WO₃
%
Au g/t
LP-8 Lone Pine 2 May 41.519309
-
113.772787
25 ft into adit drift 5.61 7.07 <0.005
LP-9 Lone Pine 2 May 41.519309†
-
113.772787
Pillar at entrance to south stope 10.05 12.67 <0.005
LP-10 Lone Pine 2 May 41.519309†
-
113.772787
70 ft (21 m) down decline 12.25 15.45 <0.005
LP-11 Lone Pine 12 May 41.516829
-
113.774142
Old gold mine adit, ~120 ft in; floor 1.415 1.78 <0.005
DF-001
Desert
Flower
11 May 41.255597
-
113.332057
Skarn, 25 ft south of adit entrance 0.559 0.70 0.663
DF-002
Desert
Flower
11 May 41.255597
-
113.332057
Grab; copper skarn at adit entrance 0.026 0.033 0.466
DF-003
Desert
Flower
11 May 41.256047
-
113.331255
Grab, near shaft 0.013 0.016 0.144
DF-004
Desert
Flower
11 May 41.193135
-
113.359932
Lower adit, entrance 0.441 0.56 <0.005
DF-005
Desert
Flower
11 May 41.193135
-
113.359932
20 ft inside lower adit, east wall 2.36 2.98 <0.005
DF-006
Desert
Flower
11 May 41.193135
-
113.359932
Grab, 10 ft inside lower adit; iron-rich 2.40 3.03 0.017
HH-01 Hero 13 May 39.194530
-
113.380270
Grab, long open cut beside road 0.122 0.15 <0.005
HH-02 Hero 13 May 39.194530†
-
113.380270
Adit beside open cut near road 1.240 1.56 0.010
HH-03 Hero 13 May 39.194933
-
113.380883
50 ft into adit, south face; 3 ft skarn 0.485 0.61 <0.005
HH-04 Hero 13 May 39.190190
-
113.377620
Old open pit, east face of pocket 2.20 2.77 <0.005
HH-05 Hero 13 May 39.190190
-
113.377620
Old open pit, back of pocket 0.730 0.92 <0.005
HH-07 Hero 13 May 39.180990
-
113.375320
South pits, middle of skarn bed 0.118 0.15 <0.005
HH-08 Hero 13 May 39.180990
-
113.375320
Grab, middle of south pit 0.033 0.042 <0.005
HH-09 Hero 13 May 39.181220
-
113.375510
South pits, east wall at contact 0.154 0.19 <0.005
Note: These are selective rock chip grades and do not infer grade continuity, widths or Mineral Resources.
Coordinates are handheld GPS in decimal degrees (WGS84 assumed); coordinates for underground samples
are approximate. † No separate coordinate recorded; location given is that of the adjacent sample. ‡ Field
record reads -11.3772681; corrected to -113.772681 (to be confirmed). WO₃ % = W % × 1.2611. Au by 30 g
fire assay; <0.005 = below detection.
MOU with Nexus Metals
On 14 August 2026, APT entered into a non-binding memorandum of understanding (the “Nexus MOU”) with
Nexus Metals LLC, a Delaware limited liability company wholly owned by Nexus Metals Pty Ltd ([ACN 699 926
951]) (together, “Nexus”). Nexus Metals LLC is party to an option and earn-in agreement dated 20 May 2026
with Del Sol Refining Inc, under which it may acquire, or otherwise secure rights to, a processing facility at
Amargosa Valley, Nevada, which Nexus does not own (the “Del Sol Facility”).
On 28 July 2026, American Tungsten & Antimony Ltd (ACN 168 269 752) (ASX:AT4) (“AT4”) announced that
it had agreed to acquire Nexus Metals Pty Ltd. AT4 has disclosed that completion of that acquisition is subject
to conditions, and it had not occurred as at the date of this announcement.
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The Nexus MOU records the parties' intention to explore whether a commercial arrangement – which may take
the form of a toll treatment arrangement, an offtake arrangement or another agreed structure – may in future
be entered into for the processing of tungsten ore or concentrate from the Utah Projects at the Del Sol Facility.
The parties also intend to work together on:
• metallurgical testwork on tungsten ore and concentrate samples from the Utah Projects, to assess and
optimise concentrate specifications;
• characterisation of the mineralogy of the Utah Projects' tungsten mineralisation and its implications for
concentrate quality and recoveries; and
• jointly pursuing US federal and state funding opportunities to support the development of the Utah Projects.
The Company has not applied for any US federal funding, and there is no assurance that it would be
eligible for, or obtain, any such funding.
In consideration for Nexus undertaking technical and commercial assessment of APT's material, the Nexus
MOU contemplates a non-binding last look right for 36 months from the date of the Nexus MOU. If APT receives
a bona fide, arm's length offer from an unrelated third party for the offtake, toll treatment or other
commercialisation of material from the Utah Projects, Nexus would have 30 business days to submit a
proposal, and APT would accept a proposal that matches or improves on the third-party offer.
The Nexus MOU is non-binding, other than its provisions on confidentiality, announcements, term and
termination, costs, notices and general matters. Any future commercial arrangement is conditional on Nexus
completing its option and earn-in agreement and securing rights to the Del Sol Facility, the parties executing
a definitive agreement, each party obtaining all necessary board, shareholder and regulatory approvals, and
each party completing its own technical, commercial, legal, tax, regulatory and financial assessment. None of
those conditions has been satisfied. The Nexus MOU confers no right on APT or Pinnacle to access, use or
acquire any interest in the Del Sol Facility, or to information about it, and is not a condition of the Acquisition.
The Nexus MOU ends on the earliest of the execution of a definitive agreement, 36 months after its execution,
agreement between the parties, or termination by either party on notice if Nexus's option and earn-in
agreement terminates or lapses, a condition becomes incapable of satisfaction, or the other party commits an
unremedied material breach of a binding provision. Pinnacle will not acquire, construct or operate any
processing facility as part of the Acquisition, and there is no certainty that a definitive agreement will be entered
into.
Terms of the Acquisition
The material terms of the Acquisition Agreement are summarised below.
Consideration
The consideration for 100% of the issued capital of APT is to be satisfied wholly in Pinnacle securities issued
to the APT Vendors (or their nominees) in proportion to their holdings in APT, in full on completion (the
“Consideration”):
• Consideration Shares: 33,333,333 fully paid ordinary shares at a deemed issue price of $0.045 per
share; and
• Consideration Performance Shares: 33,333,333 performance shares, each converting into one share
on the volume-weighted average price of Pinnacle shares over 20 consecutive trading days on which
shares have traded equalling or exceeding $0.09 (the “Milestone”), and otherwise lapsing three years
after completion.
The Consideration Shares will be subject to voluntary escrow, with 25% released on each of the dates falling
3, 6, 9 and 12 months after completion. Any shares issued on conversion of the Consideration Performance
Shares within 12 months after completion will be escrowed on the same basis.
No cash consideration is payable to the APT Vendors, although the Company has paid APT an exclusivity fee
of US$20,000 under an exclusive dealing agreement dated 30 July 2026. On completion, the Company will
also repay the unsecured loan from Oakley Capital Partners Pty Ltd (“Oakley”) to APT under a loan agreement
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dated 9 July 2026 (as varied on 19 August 2026), being US$254,094 in principal plus accrued interest at 15%
per annum.
None of the APT Vendors is a related party of the Company or a person referred to in Listing Rule 10.1. On
completion, MinExchange Pty Ltd, an APT Vendor, is expected to hold 12,499,999 shares (approximately
6.84% of the shares then on issue). Western Cobalt has agreed to pay MinExchange Pty Ltd a fee equal to
4% of the consideration Western Cobalt receives under the Western Cobalt Agreement; that fee is funded by
a 4% uplift included in the payments under the Western Cobalt Agreement and is an obligation of Western
Cobalt only. The Acquisition was introduced to the Company by Oakley.
Conditions Precedent
Completion of the Acquisition is conditional on:
• Pinnacle obtaining all shareholder approvals required under the ASX Listing Rules and the Corporations
Act 2001 (Cth) for the Acquisition and the Placement (this condition cannot be waived);
• the Western Cobalt Agreement remaining on foot, the conditions under it having been satisfied or waived,
and legal and beneficial title to all of the claims having been transferred to APT Tungsten (USA) Inc and
recorded with the relevant County Recorder and filed with the BLM;
• Pinnacle completing the Placement, raising not less than A$1,200,000 (before costs) through the issue of
shares at A$0.045 per share, with one free attaching option for every two shares subscribed for (the
Placement is for up to A$1,300,000);
• the parties obtaining all other necessary third-party and regulatory approvals, including under applicable
United States mining and foreign investment legislation; and
• no material adverse change occurring in the business, operations, assets or capital structure of Pinnacle
or APT.
The conditions must be satisfied or waived by 31 December 2026, or a later date agreed by the parties. On
completion, the Company will assume, through APT, the ongoing obligations under the Western Cobalt
Agreement. ASX has advised the Company that it will not exercise its discretion under Listing Rule 11.1.3 to
require the Company to re-comply with Chapters 1 and 2 of the Listing Rules in connection with the Acquisition.
Western Cobalt Agreement
Western Cobalt has granted APT the exclusive right and option to acquire the claims comprising th
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