Adelong Gold Ltd (ASX:DEG) Agreement to Sell Remaining 49% Interest in Challenger Mines Ltd to GDM

8 December 2025

Price Sensitive Announcement $

Highlights:

• Consideration of 10 million GDM shares, valued at ~$3.1 million based on GDM’s
  most recent closing price of 31 cents.
• Adelong retains a 1 percent NSR royalty over future gold production, with a notional
  value of ~$7.9 million at the current gold price (1% of 125,000 oz at A$6,320/oz).
• Transaction strengthens Adelong’s balance sheet, secures upside exposure to the
  Challenger Gold Project, and removes future funding obligations, allowing focus on
  Lauriston and Apollo projects.

Overview:

Adelong Gold Limited (ASX:ADG) advises that it has entered into binding transaction documents with Great Divide Mining Limited (ASX:GDM) for the sale of ADG’s 49 percent shareholding in Challenger Mines Pty Ltd (CMPL), the owner of the Challenger Gold Project in Adelong, New South Wales.

The agreements resolve all outstanding matters between the parties and provide a clean exit from the CMPL joint venture while maintaining exposure to future production through the royalty

Key Terms of the Transaction

Under the Share Sale and Purchase Agreement:

• ADG will sell its 10,000,000 CMPL shares (49 percent interest) to GDM.
• Consideration will be 10,000,000 fully paid ordinary GDM shares (Consideration Shares)
  to be issued to ADG at Completion.
• Completion is subject to standard conditions, including GDM shareholder approval under
  Listing Rule 7.1 and all required regulatory and third-party consents.

Settlement and Release

Under the Deed of Termination, Settlement and Release:

• ADG will pay $27,288 to CMPL on Completion in relation to its tax obligationsfrom the prior non-core property sale in Adelong. The Company notes that it has already paid $107,000 as its share of joint venture expenses up to the end of October 2025.
• ADG will retain the full $455,000 in proceeds from the prior non-core property sale in
  Adelong.
• All claims between the parties relating to the joint venture and the dispute are resolved,
  other than standard tax indemnities that continue under the joint venture documents.

Voluntary Escrow and first right of offer

Under the Voluntary Escrow Deed and the Share Sale and Purchase Agreement:

• 5,000,000 Consideration Shares will be subject to voluntary escrow for 6 months from the
  date of issue.
• 5,000,000 Consideration Shares will be subject to voluntary escrow for 12 months from the date of issue.
• No selective buy-back right applies to the Consideration Shares.
• If ADG proposes to sell or transfer any Consideration Shares during the period from
  Completion until 18 months after Completion, ADG must first offer those Shares to GDM
  (or its nominee), at either:

  o If the sale is by way of off-market transaction to a third party, the off-market sale
  price agreed to with the third party, or

  o if the sale is on-market, the 5-day volume weighted average price of GDM shares
  prior to the transfer notice.

Company Notes:

Adelong Gold Managing Director, Ian Holland, said:
“Finalising this transaction with GDM gives our shareholders clarity and a clean exit from the
Challenger joint venture, while still retaining material exposure to any upside through our
shareholding in GDM and the royalty. The agreed-upon structure improves our balance
sheet, removes future funding risk, and allows us to direct capital to the Lauriston and Apollo
gold projects. We also welcome the constructive engagement from GDM’s team and look
forward to a cooperative working relationship as they advance the Challenger Gold Project.”

Full ASX Announcement: https://hotcopper.com.au/threads/ann-adg-to-sell-49-interest-in-challenger-to-gdm.8927131/