Alliance Resources : Offer Document

Authorised for release by the Board

For personal use only

IMPORTANT INFORMATION

This Offer Document is issued pursuant to section 708AA of the Corporations Act 2001 (Cth)

(Corporations Act) for the offer of New Shares without disclosure to investors under Part 6D.2 of the Corporations Act and the offer of additional New Shares under the Entitlement Offer which have not been taken up by Eligible Shareholders (Shortfall Shares) pursuant to their Entitlements under this Offer Document (Shortfall Offer). This Offer Document has been prepared by Alliance Resources Limited ACN 063 293 336 ("Alliance" or "Company") and was lodged with ASX on Wednesday, 2 February 2022. ASX takes no responsibility for the content of this Offer Document.

This Offer Document is not a prospectus and does not contain all of the information that an investor would find in a prospectus or that may be required by an investor in order to make an informed investment decision regarding, or about the rights attaching to, New Shares. Nevertheless, this Offer Document contains important information and requires your immediate attention. It should be read in its entirety. If you are in any doubt as to how to deal with this Offer Document, you should consult your stockbroker, accountant, solicitor or other professional advisor as soon as possible.

No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Eligibility

Eligible Shareholders can only take up their Entitlement by making payment of the Application Monies using BPAY® or any other acceptable electronic payment form. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Entitlement Offer. Eligible Shareholders should contact the Company Secretary if they would like the Offer Document and Entitlement and Acceptance Form emailed to them in addition to receiving the documents by post.

Overseas shareholders

This Offer Document does not, and is not intended to, constitute an offer of New Shares in any place or jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or to issue this Offer Document.

The Offer is not being extended and New Shares will not be issued to Shareholders with a registered address that is outside Australia and New Zealand. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than New Zealand) having regard to the number of overseas Shareholders, the number and value of New Shares being offered and the cost of complying with regulatory requirements in each relevant jurisdiction.

No action has been taken to permit the offer of New Shares under this Offer Document to existing Shareholders in any jurisdiction other than Australia and New Zealand. The distribution of this Offer Document in jurisdictions outside Australia and New Zealand is restricted by law and persons outside of those jurisdictions should observe such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

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For personal use only

Notice to nominees and custodians

Nominees and custodians may not distribute this Offer Document and may not permit any beneficial shareholder to participate in the Offer, in any country outside Australia or New Zealand except with the consent of the Company, or to beneficial shareholders resident in certain other countries where the Company may determine it is lawful and practical to make the Offer. Making payment of the Application Monies using BPAY® or any other acceptable electronic payment form will be taken by the Company to constitute a representation that there has been no breach of the regulations of such jurisdictions.

No investment advice

The information provided in this Offer Document and the accompanying Entitlement and Acceptance Form is not financial product advice and has been prepared without taking into account each Eligible Shareholder's investment objectives, financial circumstances or particular needs.

The information contained in this Offer Document and the accompanying Entitlement and Acceptance Form should not be considered to be comprehensive or to comprise all the information that an Eligible Shareholder may require in order to determine whether or not to subscribe for New Shares and the information may be changed, modified or amended at any time by the Company. This Offer Document is not intended to, and does not, constitute representations or warranties of the Company. Neither the Company, nor any advisor of the Company intends to update this Offer Document or accepts any obligation to provide the recipient with access to information or to correct any additional information or to correct any inaccuracies that may become apparent in this Offer Document or in any other information that may be made available concerning the Company. Potential investors should conduct their own due diligence investigations regarding the Company.

If an Eligible Shareholder has any questions, it should consult its professional adviser before deciding whether to accept all or any part of its Entitlement.

Forward-looking statements

This Offer Document may contain forward-looking statements which are identified by words such as "believes", "estimates", "expects", "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and a number of assumptions regarding future events and actions that, as at the date of this Offer Document, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risks associated with an investment in the Company are detailed in Section 3. These and other factors could cause actual results to differ materially from those expressed in any forward- looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Offer Document, except where required by law.

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