Acquiring Large Scale Copper Project in Germany

GreenX Metals Limited ("GreenX" or "Company") is pleased to advise that it has entered into an Earn-in Agreement through which GreenX can earn a 90% interest in Group 11 Exploration GmbH, a private German company which holds the Tannenberg exploration licence ("Project") and is highly prospective for sediment-hosted (Kupferschiefer type) copper deposits.

The Project

• The Tannenberg exploration licence covers 272 km2 in the State of Hesse in central Germany, encompassing the historical "Richelsdorf" copper - silver mines.
• Prior to closure in the 1950's, the Richelsdorf mines produced 416,500 t of copper and 33.7 Moz of silver from Kupferschiefer type deposits. These historic mines consisted of shallow underground workings originally accessed from surface outcrops.
• The Project also contains multiple drill intercepts over the high priority 14 km-long Richelsdorf Dome target, including:

o 2.1 m at 2.7% Cu and 48g/t Ag from 365.48 m; 1.5 m at 3.7% Cu and 33 g/t Ag from 209.50 m; 2.5 m at 1.8% Cu and 19 g/t Ag from 339.5 m in the southwest of the license area.

o 2.0 m at 1.6% Cu and 19 g/t Ag from 268 m in the north-east of the license area.

Figure 1: The Project is located in the industrial centre of Europe.

• Kupferschiefer style deposits are a well-known and prolific subtype of sediment-hosted copper deposit that:

o are the second most prevalent source of copper production and reserves in the world; and

o have been historically mined in Germany and are still mined in Poland where KGHM produced 592 kt of electrolytic copper in 2023.

• Excellent potential for new discoveries of shallow (50 m to 500 m), large scale and high grade Kupferschiefer style copper and silver mineralisation, with much of licence area remaining untested by modern exploration whereby thicker sections of footwall/ hanging wall mineralisation will be targeted.
• Modern understanding of Kupferschiefer mineralisation from prolific mining in Poland places new emphasis on hanging wall and footwall mineralisation, structural controls and metal zonation.

o In Polish Kupferschiefer mines, mineralisation typically forms within the Kupferschiefer shale and in strata up to 60 m below and 30 m above the shale. E.g., KGHM's Rudna Mine in Poland, where footwall sandstone hosts 80% of the total copper resource, hanging wall limestone hosts 15%, and Kupferschiefer shale hosts only 5%.

GERMANY & EU MINING INDUSTRY

• Germany has been a significant mining jurisdiction in the past and continues its mining tradition, including:

o The K+S potash mines which operate 4 km away from the license area and are located in the State of Hesse.

o Anglo American are actively exploring the Löwenstern and Leine-Kupfer copper projects nearby. Löwenstern is 25 km away to the south in the German state of Thüringia, where drilling targeting the Kupferschiefer commenced in 2023. Leine-Kupfer was granted in January 2024 and is 60 km away to the north in the state of Lower Saxony.

o AMG Graphite operates a graphite mining and processing complex at Kropfmühl near Passau, Bavaria

o Vulcan Energy is successfully permitting lithium brine and geothermal power projects in the German states of Rheinland-Pfalz, Baden-Württemberg, and Hesse.

• Copper is a designated a Strategic Raw Material ("SRM") under the EU's Critical Raw Material Act, that entered into force on 23 May 2024. The CRMA signals the EU's political commitment to strengthen EU supply of SRM's (including copper) by giving the European Commission the power to designate Strategic Projects that will benefit from easier access to financing, expedited permitting processes and matchmaking with off-takers.
• The manufacturing sector, including the automotive, mechanical engineering, chemical and electrical industries, accounts for over 25% of Germany's economic output, and 18% of GDP; these figures are significantly higher than in most other advanced economies

o The manufacturing sector provides 16% of national employment, some 8 million jobs, with mechanical engineering being the largest segment and dominated by SMEs.

o The automotive sector is a key industry and with around four million automobiles produced in 2023. Electric Vehicles are being adopted in Germany with numerous OEM's investing in new production facilities and supply chains, such as Volkswagen's Battery and Electric Drive production facilities and Tesla's Berlin Gigafactory.

o Many of these industries are reliant on critical raw materials such as copper.

• German government recently announced creation of a EUR 1.1 billion (A$1.8 billion) investment fund to fortify Germany's access to SRM's (including copper) essential for high-tech and green projects. The fund will be managed by the state-owned KfW Development Bank.

GreenX Metals' Chief Executive Officer, Mr Ben Stoikovich, commented:

"We are very excited to be adding the Tannenberg project to our exploration portfolio. Kupferschiefer style deposits are widely acknowledged as the most prolific source of modern-day copper production, with copper mining from the Polish Kupferschiefer deposits (KGHM) presently being Europe's largest domestic source of strategic copper supply. We believe that Tanneberg has the potential to host large scale and high-grade copper deposits located in the heartland of German industry in the vicinity of major OEM's such as Volkswagen's Battery and Electric Drive production facilities and Tesla's Berlin Gigafactory.

Copper is officially recognised by the EU as a strategic raw material for European industry and ongoing decarbonisation in Europe. This acquisition comes at a time when the German government and the EU have recently announced major policy initiatives to enhance security of supply of strategic raw materials such as copper by facilitating expedited permitting processes and access to project development funding. Germany, and in particular the State of Hesse, has a well-established mining industry with practical and efficient mine permitting processes. Furthermore, we anticipate increased political support for new copper projects in accordance with Germany's Federal Ministry of Economic Affairs and Climate Action critical raw materials policies and the EU's newly introduced Critical Raw Material Act.

Tannenberg is complementary to our Arctic Rift Copper project in Greenland and provides GreenX shareholders with enhanced exposure to strategic raw materials that are now a policy priority in both Germany and the wider EU. We are looking forward to updating shareholders over the coming months as we commence our exploration activities in Germany."

2.5 Total number of voting rights and capital

GreenX has entered into an Earn-in Agreement ("Agreement") through which GreenX can earn a 90% interest in Group 11 Exploration GmbH ("Group 11"). Key terms of the Agreement are as follows:

• GreenX to issue the vendor 500,000 fully paid ordinary shares ("Shares") upfront.
• GreenX will fund a Work Program up to EUR 500,000 by 31 December 2025 ("Minimum Commitment"). The Work Program will be sufficient to satisfy requirements for the grant of an extension of the exploration license.
• Once the Minimum Commitment has been discharged, GreenX can elect to acquire 90% of the fully diluted share capital of Group 11 on or before 31 December 2025 in return for:

o GreenX paying A$3,000,000 to the vendor in Shares (based on the higher of the 10-day VWAP or A$0.30 per Share).

o The vendors' 10% interest in Group 11 will then be free carried until completion of a feasibility study by Group 11 or GreenX.

o The Agreement also includes usual drag along and tag along rights, and an Area of Influence provision.

o Once GreenX has earned its 90% interest, the vendor may elect to exchange their remaining 10% interest in return for a 0.5% Net Smelter Royalty.

• If a Scoping Study is published by GreenX on the ASX regarding the license area or any area within the Area of Influence within 5 years of execution of the Agreement, GreenX will issue the vendor 5 million Shares on the completion of the first such Scoping Study.
• GreenX will act as the project manager.

Project Geology

Historical drilling and mine workings confirm the widespread presence of the crucial Kupferschiefer sequence within the Tannenberg licence (Figure 2). The sedimentary sequence forms a broad dome that outcrops near the centre of the licence area and extends down to approximately 500 m at the periphery (Figure 3). Regional and small-scale faults cut the licence area with the dominant orientation trending northwest-southeast, perpendicular to the Variscan Orogen. Zones of copper enrichment within the licence area correspond to fault intersections. Structure is a key targeting consideration at the Project.

Figure 2: The Kupferschiefer is gently folded to form the Richelsdorf Dome that extends from surface down to 500 m depth within the licence area. Historical mining around Richelsdorf exploited mineralisation near the surface. Historical drilling intercepted mineralised Kupferschiefer down to 436 m. Much of the Kupferschiefer between 50 to 500 m remains untested.

Figure 3: Interpreted cross-section through Tannenberg exploration licence with simplified stratigraphy. The historical Richelsdorf District is located at the apex of a large-scale anticline, the Richelsdorf Dome. The approximate extent of historical mining is shown. The cross-section passes between drill holes Ro23 and Ro45.

In the south of the licence area near the town of Ronshausen, drill holes intersected mineralised Kupferschiefer sequence at depths ranging from 211 to 368 m below the surface (e.g., Ro18 and Ro23). Near the town of Nentershausen in the north, an isolated drill hole intersected 2 m at 1.6% Cu (Ro45).

Table 1: Selected Drill Holes.

Historical exploration and sampling might have been too focussed on the Kupferschiefer shale horizon. For example, in Ro45, the isolated drill hit near Nentershausen, the last sample from the footwall assayed at 1% Cu (Figure 4). In bothRo45 and Ro23 shown in Figure 4, the historical sampling only covers one mineralised interval. Drilling at the Rudna Mining in Poland shows that copper mineralisation can occur in multiple intervals, above and below the Kupferschiefer shale.

Figure 4: Selected historical drill results from the Richelsdorf Dome target with comparison to drilling at the Rudna Mine, Poland. Sample coverage did not typically extend much above or below the shale unit.

Kupferschiefer copper deposits feature a distinct metal zonation pattern. The zonation transitions from iron, to copper, lead then zinc (Figure 5). Adjacent to every known copper deposit is the iron rich zone known as "Rote Fäule", or "red rot" in English. Within the Tannenberg licence, a distinct zone of red rot has been identified in the south near Ronshausen. As well as the copper, historical drill core was also assayed for lead and zinc. This data will allow the Company to identify important metal zonations in the Project area.

Figure 5: Metal zonation pattern associated with Kupferschiefer type copper deposits. The zonation cuts across stratigraphy and progresses from iron to copper, lead, then zinc. Note: hem = hematite, cc = chalcocite, bo = bornite, cpy = chalcopyrite, ga = galena, sph = sphalerite, py = pyrite. Modified from Borg, 2017.

GreenX's exploration hypothesis for the Project is that historical exploration was mainly based on an outdated deposit model that focussed on the 30-60 cm-thick Kupferschiefer shale horizon. Modern understanding of the Kupferschiefer deposit model now shows that up to 95% of mineable copper can be hosted in the footwall sandstone and hanging wall limestone.

Project History

Pre-industrial mining in central Germany dates back to the 12th Century. Copper was exploited from the Kupferschiefer in the Mansfield, Sangerhausen, and Richelsdorf mining districts. Most of the historical copper mining in central Germany was prior to the Industrial Revolution and well-before mechanised mining technology was widely available. Once surface accessible deposits were depleted, adits and shallow shafts were used to access deeper underground Kupferschiefer copper ores (Figure 6).

In the Richelsdorf district, historical production is estimated at 416,500 t of copper and 1,050 t (33.7 Moz) of silver. Production commenced in the 13th Century and ceased in 1955.

The Project area remains ostensibly undeveloped, comprised predominantly of small-holding farmland and woodland, since it was located in the Cold-War border zone between West and East Germany. During the Cold War (1947-1991), the Richelsdorf district sat within the strategically-important Fulda Gap. The Fulda Gap hosts two lowland corridors through which NATO military planners believed the Soviet Union could launch a land attack. The US military observation post "Romeo" was active at the Hesse-Thuringia border in the vicinity of the Project area during the Cold War and was only disbanded in 1991.

Between 1980 and 1987, St Joes Exploration GmbH ("St Joes Exploration") were active in the region. St Joes Exploration's drilling campaigns identified Kupferschiefer mineralisation near the towns of Ronshausen and Nentershausen (Appendix 1, Table 2).

The major mining activity in Hesse is potash mining operated by K+S Group, an international fertiliser company with production sites in Europe and North America. The major potash mining complex "Werra" has been operating for over 100 years and produces some 19 Mtpa of crude salt from underground workings between 700 - 1000m depth. K+S Group's Werra plant is recognised as an important pillar for the economic and demographic development of the region.

In 2021, Anglo American's 'Kupfer Copper Germany GmbH' ("Anglo") began exploration activities in Thuringia, 25 km from the Tannenberg licence. There, historical drilling intercepted 0.5 m at 1.4% Cu from 761.9 m. Anglo initiated seismic, gravity, and magnetic surveys in 2021 and exploratory drilling in 2023.

Figure 6: Left: Underground extraction of the Kupferschiefer shale at the Wolfsberg mine in 1954. Miners laid on their sides to excavate the ore-bearing material. Right: Schematic of pre-industrial underground mining in Germany.

Modified from Zientek et al., 2015.

EU CrITICAl RAW MATERIAL ACT

On 23 May 2024, the EU's Critical Raw Materials Act ("CRMA"), published as Regulation (EU) 2024/1252, entered into force following its adoption by the Council of the EU and European Parliament. The main objective of the CRMA is to maintain and establish a secure and sustainable supply of Critical Raw Materials to the EU. The CRMA lists Strategic Raw Materials (SRM's), which are those most crucial for strategic technologies used for the green, digital, defence and aerospace applications. Copper is a designated a Strategic Raw Material (SRM's) under the act

The CRMA sets benchmarks for domestic capacities along the strategic raw material supply chain and for diversifying EU supply by 2030:

• EU extraction capacity of at least 10% of the EU's annual consumption of strategic raw materials;
• EU processing capacity of at least 40% of the EU's annual consumption of strategic raw materials;
• EU recycling capacity of at least 25% of the EU's annual consumption of strategic raw materials; and
• Not more than 65% of the Union's annual consumption of each strategic raw material relies on a single third country for any relevant stage of the value chain.

The CRMA further demonstrates the EU's political commitment to strengthening supply of SRM's (including copper) by giving the European Commission the power to designate Strategic Projects that will benefit from easier access to financing, expedited permitting processes and matchmaking with off-takers.

In terms of permitting processes, under the CRMA EU Member States will be required to give priority to Strategic Projects in their administrative processes. The Act sets clear timelines for decisions to be taken on permitting applications linked to Strategic Projects. i.e., for Strategic Projects, the total duration of the permit granting process should not exceed 27 months for extraction projects or 15 months for processing and recycling projects.

To help companies through permitting, Member States are also required to designate single points of contact for critical raw materials projects. The single point of contact will provide guidance to project promoters on administrative issues and will serve as the sole contact point throughout the permit granting process.

Exploration Targeting Model

The Project is prospective for Kupferschiefer style copper-silver mineralisation. Kupferschiefer is a subtype of the sediment-hosted copper deposit model. Mineralisation typically forms around the Kupferschiefer shale, but is known to occur up to 60 m below and 30 m above the shale in Poland (Figure 7). In KGHM's Rudna Mine in Poland, footwall sandstone hosts 80% of the total resource, hanging wall limestone hosts 15%, and Kupferschiefer shale hosts only 5%. Modern insights from mining the Kupferschiefer in Poland will be applied to our exploration strategy in Germany.

Figure 7: Comparison of current-day Kupferschiefer mining in Poland with historical mining in Germany.

Note: Modified from Zientek et al., 2015.

Historical mining and exploration in Germany mainly focussed on the Kupferschiefer shale unit (Figure 6 & 7). The Company's exploration hypothesis is that as in Poland, significant footwall and hanging wall accumulations of Kupferschiefer copper are potentially present at the Project.

The historical thinking about Kupferschiefer deposits in Germany was that mineralisation was syngenetic with the sediments. Meaning that the copper was deposited at the same time as the shale. Accordingly, historical mining and exploration was highly focussed on the shale. Modern mining and research challenges the historical deposit model. In Poland, copper is being mined up to 60 m below and 30 m above the Kupferschiefer shale.

The modern understanding of Kupferschiefer mineralisation recognises epigenetic deposition. This means that the copper mineralisation came after the sediments were deposited (Figure 8). Modern Kupferschiefer mining recognises the importance of structures, metal zonation patterns, and footwall and hanging wall host rocks.

Figure 8: Deposit model of Kupferschiefer mineralisation and alteration. Note: Compared to pre-industrial times, copper mineralisation is now known to extend from the hanging wall limestone, through the Kupferschiefer shale, and well into the footwall sandstone. Source: Zientek et al., 2015.

Regional Geological Setting

The Project is hosted in the Southern Permian Basin ("SPB") of Europe. The SPB is an intracontinental basin that developed on the northern foreland of the Variscan Orogen. Two Groups make up the SPB, the Rotliegend and the Zechstein (Figure 9). The Lower Rotliegend Group marks the boundary between the Permian and Carboniferous and is comprised of bi-modal volcanics with interbedded sedimentary rocks. After a 20- to 30-million-year-long- hiatus, the Upper Rotliegend Group was deposited towards the end of the Permian. The Upper Rotliegend Group strata transitions from terrestrial to a shallow marine environment.

The Zechstein Group formed in the late Permian when the Barents Sea flooded the continental SPB. The organic-rich reduced Kupferschiefer shale marks the base of the Zechstein Group. "Kupferschiefer" is German for "Copper Shale" and is also called "T1" by geologists. The shale is typically 30-60 cm thick but can also be missing from the stratigraphy.

Very high-grade copper mineralisation is generally associated with the Kupferschiefer shale unit. However, minable copper mineralisation also occurs in the footwall sandstone and hanging wall limestone units in Poland. Mineralisation can also be offset from the shale by up to 30 m above and 60 m below. Pre-industrial mining in Germany focussed on the high-grade but thin shale. Modern mining in Poland extracts copper from the footwall sandstone, shale, and hanging wall limestone. Mining intervals at the Rudna mine is 3 m on average but reach over 12 m in places.

Figure 9: Generalised Kupferschiefer stratigraphic sequence from Germany and Poland. Mineralisation can extend below and above the T1 shale. Source: Borg, 2017.

In Poland, copper deposits are hosted in the Fore-Sudetic Monocline, a sub-basin of the SPB. KGHM's current mining operations take place over multiple adjacent deposits at depths ranging from 844 m to 1,385 m below ground. In 2023, KGHM's Polish operations produced 592 kt of electrolytic copper and 1,403 t of silver (45.8 Moz).

Upcoming Work Programs

Future work programs at the Project will aid drill targeting. Initially, an in-country search for additional historical drilling and mining records will be undertaken. Geophysical methods such as seismic and magnetic surveys will be evaluated for their effectiveness in delineating subsurface structures at the high-priority Richelsdorf Dome target. Historical drill assays will be used to identify metal zonation patterns useful for exploration targeting. The area of primary interest covers 14 km-long stretch of the Richelsdorf Dome where Kupferschiefer strata outcrop at surface in the centre and extend down to approximately 500 m at the periphery.

A European based technical team will be assembled to manage exploration activities at the Project.

Risk Factors

Whilst GreenX has undertaken a due diligence process (including title and other risks) with respect to the Project, it should be noted that the usual risks associated with companies undertaking exploration and development activities of projects in Germany will remain at completion of the acquisition.

A number of additional risk factors specific to the Project and associated activities have also been identified, including, but not limited to:

(a) The Project is located in Germany, and as such, the operations of the Company will be exposed to related risks and uncertainties associated with the country, regional and local jurisdictions. Opposition to the Project, or changes in local community support for the Project, along with any changes in mining or investment policies or in political attitude in Germany and, in particular to the mining, processing or use of copper, may adversely affect the operations, delay or impact the approval process or conditions imposed, increase exploration and development costs, or reduce profitability of the Company.

(b) The Company's exploration and any future mining activities are dependent upon the grant, maintenance and/or renewal from time to time of the appropriate title interests, licences, concessions, leases, claims, permits and regulatory consents which may be withdrawn or made subject to new limitations. Maintaining title interests or obtaining renewals of or getting the grant of title interests often depends on the Company being successful in obtaining and maintaining required statutory approvals for its proposed activities (including a licence for mining operations) and that the title interests, licences, concessions leases, claims, permits or regulatory consents it holds will be maintained and when required renewed.

There is no assurance that such title interests, licences, concessions, leases, claims, permits or regulatory consents will be granted, or even if granted, not be revoked, significantly altered or granted on terms or with conditions not acceptable to the Company, or not renewed to the detriment of the Company or that the renewals thereof will be successful.

Shareholders should note that some of the risks may be mitigated by the use of appropriate safeguards and systems, whilst others are outside the control of the Company and cannot be mitigated. Should any of the risks eventuate, then it may have a material adverse impact on the financial performance of the Project, the Company and the value of the Company's securities.

TENEMENT INFORMATION

Table 2: Tenement information.

Notes

1 Target commodities

2 Commodities included in the licence

ISSUE OF SHARES

GreenX Metals Limited has today issued 600,000 Shares in relation to the Agreement.

An application will be made for admission of the Shares to the standard listing segment of the Official List of the FCA (Official List) and to trading on the main market of the London Stock Exchange for listed securities (LSE Admission). LSE Admission is expected to take place on or before 9 August 2024.

For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTRs), following LSE Admission, the Company's issued ordinary share capital will be 279,501,032 ordinary shares. The above figure of 279,501,032 may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company following LSE Admission

Following the issue of Shares, GreenX has the following securities on issue:

• 279,501,032 ordinary fully paid shares;
• 4,775,000 unlisted options exercisable at A$0.45 each on or before 30 November 2025;
• 5,525,000 unlisted options exercisable at A$0.55 each on or before 30 November 2026; and
• 11,000,000 performance rights that have an expiry date 8 October 2026.

Appendix 1: Exploration Results and JORC Tables

Table 1: Historical drill hole information

Note: Coordinates are DHDN / 3-degree Gauss-Kruger zone 4.

Table 2: Historical drill hole assays

Note: Only assay results equal to or greater than 0.3% copper are reported.

JORC Code, 2012 Edition - Table 1 Report

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Section 2 Reporting of Exploration Results

(Criteria in the preceding section also apply to this section.)