Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

HIGHCOM LIMITED Capital/Financing Update 2026

Feb 16, 2026

65043_rns_2026-02-16_eb41efad-91ea-427c-9dbf-22b37d4b1acb.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [163 x 43] intentionally omitted <==

17 February 2026

ASX Announcement

Share Purchase Plan Open

HighCom Limited ( ASX: HCL ) ( HighCom or the Company ) advises that the Share Purchase Plan ( SPP ) announced on 11 February 2026 opens today. The Company attaches the following documents:

  1. Letter to eligible shareholders

  2. SPP Plan

  3. Sample Application Form

Personalised copies of the Letter and Application Form will be sent to each eligible holder in accordance with the SPP Plan.

This ASX announcement has been authorised for release by the Board.

ENDS

For General & Media Enquiries:

Mr Geoff Knox

Executive Chairman E: [email protected]

About HighCom Limited

HighCom Group (ASX:HCL) is comprised of HighCom Ltd (Australia), and its two distinct businesses – HighCom Armor & HighCom Technology.

HighCom Armor designs, manufactures, and supplies global military, law enforcement, and first responder customers with world-class, advanced personal protection ballistic products and solutions for Body Armour, Ballistic Helmets, and Composite Armour Panels & Platform Structures.

HighCom Technology as a technology integrator, supplies Australian Defence and Security Agencies with world-leading Small/Medium Uncrewed Arial Systems (SUAS) and Sensor Payloads, and provides local Program, Project and Engineering Management, Systems Integration, Maintenance, Composite Repairs, and Logistics Support Services.

Learn more about HighCom: www.highcom.group

HighCom Limited | ABN 90 103 629 107 | 3 Faulding Street, Symonston, ACT 2609, Australia | Telephone: +61 2 6163 5588

Dear Shareholder,

17 February 2026

==> picture [163 x 45] intentionally omitted <==

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

HighCom Limited – Share Purchase Plan

On Wednesday, 11 February 2026, HighCom Limited ACN 103 629 107 ( ASX:HCL ) HighCom or the Company ) announced a non-underwritten Share Purchase Plan ( SPP ) to raise up to A$1 million. The SPP provides eligible shareholders in Australia and New Zealand the opportunity to apply for up to A$30,000 worth of new shares ( New Shares ) without incurring brokerage or transaction costs ( Offer ).

The issue price of the New Shares is A$0.20 per share, which represents a:

  • 11.1% discount to the Company’s last close price on of A$0.225 on 6 February 2026; and

  • 19.5% discount to the Company’s 5-day trading volume weighted average price of A$0.248.

Participation by Eligible Shareholders

Participation in the Offer is optional and is open to shareholders who were registered as holders of Shares at 7:00pm (Sydney time) on Tuesday, 10 February 2026 and whose registered address is in Australia or New Zealand, and who are not in the United States ( Eligible Shareholders ).

If you reside outside Australia and New Zealand, or are in the United States, or are acting on behalf of a person who resides outside Australia or New Zealand (including persons who are in the United States), you are not an Eligible Shareholder and are not entitled to participate in the Offer. Applications under the Offer can only be made by Eligible Shareholders and an Eligible Shareholder’s right to participate in the Offer is not transferable.

Certain Eligible Shareholders who are custodians holding Shares on behalf of certain beneficiaries are also invited to participate in the Offer on the terms and conditions set out in the SPP booklet.

How to Apply

This letter is to notify you that the Offer is now open and provide you with instructions as to how to obtain a copy of the SPP booklet.

Your personalised Application Form is enclosed with this letter.

How to obtain a copy of the SPP booklet

ONLINE The SPP booklet can be viewed online https://highcom.group/announcements/ and you should read this before deciding whether to participate.

916CR_0_Sample_CA/000001/000002/i

PAPER You can request a paper copy of the SPP booklet by contacting HighCom on 02 6163 5588 (within Australia) or +61 2 6163 5588 (outside Australia) between 9.00am and 5.00pm (Sydney time), Monday to Friday.

The Offer is scheduled to close at 5.00pm (Sydney time) on Tuesday, 3 March 2026 (unless varied or extended). Payment must be received before this time, please consider BPAY® or EFT processing times.

HighCom encourages Eligible Shareholders who wish to participate in the Offer to act promptly in submitting their applications. The Company reserves the right to close the Offer early, in its sole and absolute discretion, should it be considered necessary or desirable to do so, by making an announcement to the ASX.

Enquiries

For further information on the Offer please visit https://highcom.group/announcements/ or contact HighCom on 02 6163 5588 (within Australia) or +61 2 6163 5588 (outside Australia) between 9.00am and 5.00pm (Sydney time), Monday to Friday.

This letter does not constitute an Offer to sell, or a solicitation of an Offer to buy, any securities in the United States or in any other jurisdiction in which such an Offer would be unlawful. The Offer and sale of the New Shares offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933 (the U.S. Securities Act ). Accordingly, such New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.

==> picture [163 x 44] intentionally omitted <==

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY

17 February 2026

Highlights:

Offer to existing HighCom Limited ACN 103 629 107 ( HighCom ) shareholders to participate in a Share Purchase Plan ( SPP )

The SPP will raise a maximum of $1 million.

Shareholders can, at their election, take up New Shares pursuant to the SPP at the subscription price of $0.20 in one of the following amounts:

• 12,500 shares for $2,500.00

• 25,000 shares for $5,000.00

• 50,000 shares for $10,000.00

  • 100,000 shares for $20,000.00

  • 150,000 shares for $30,000.00

The SPP is not underwritten.

HighCom plans to use the funds raised from the SPP to:

  • fund production growth;

• implement manufacturing upgrades, new tooling and facility investments;

  • fund product development ; and

• any associated costs in relation to the SPP.

The information in this document is not a recommendation to accept the offer of New Shares under the SPP and does not constitute financial advice. Any person who intends to subscribe for New Shares must conduct their own investigations, assessment and analysis of the Company and its operations and prospects and must base their investment decision solely on those investigations and that assessment analysis.

If you are in doubt about the contents of this document, or the action you should take, you should consult your financial or other professional advisor without delay who specialises in advising on the acquisition of shares and other securities before taking any action.

1 of 1

==> picture [163 x 44] intentionally omitted <==

Dear Shareholder,

The Directors of HighCom Limited ACN 103 629 107 ( HighCom or the Company ) would like to invite you to participate in HighCom’s Share Purchase Plan ( SPP ).

1. Summary of the SPP

The SPP provides Shareholders on the Company’s register at the Record Date with an opportunity to subscribe for either $2,500.00, $5,000.00, $10,000.00, $20,000.00 or $30,000.00 in New Shares at the Subscription Price of $0.20 per share in HighCom at an attractive discount to the market price in the period prior to the date of announcement of this SPP. The Board has structured the SPP to encourage our loyal, smaller shareholders to apply and increase their shareholding in HighCom.

Only Shareholders of HighCom with a registered address in Australia and New Zealand who are on the share register as at 7pm (Sydney time) on Tuesday, 10 February 2026 are afforded the opportunity to participate in the SPP. Shareholders not registered as at this date will not receive an offer under the SPP. The rights of Shareholders eligible to participate under this SPP are not transferable.

The Company proposes a maximum raising of $1 million under the SPP, comprising the issue of up to 5 million New Shares.

The SPP is not underwritten, however the Directors reserve the right to place any shortfall of New Shares under the SPP to other potential interested investors, subject to compliance with all applicable laws and the Listing Rules. The Directors also reserve the discretion to accept oversubscriptions subject to all legal and regulatory requirements.

The proposed use of the funds raised under the SPP is as follows:

  • to increase sales through fund production growth;

  • implement manufacturing upgrades, new tooling and facility investments to meet sustained growth objectives;

  • fund product development to continue and strengthen the Company’s productleading position in the market; and

  • any associated costs in relation to the SPP.

2. Terms of the SPP

The terms and conditions of the SPP are outlined in the enclosed document. By making an application to purchase New Shares under the SPP, you will have agreed to be bound by those terms and conditions. The right to participate in this offer under the SPP is available exclusively to persons who were registered as holders of Shares in HighCom at 7pm (Sydney time) on the record date of Tuesday, 10 February 2026 and whose registered address is in Australia or New Zealand, or in any other jurisdiction where, in the opinion of the Directors of HighCom, it is lawful and reasonably practical for HighCom to offer and issue New Shares under this SPP.

Eligible Shareholders are entitled to apply for a maximum of $30,000.00 of New Shares, at the Subscription Price of per New Share, under the SPP.

You may apply only for New Shares in one of the following amounts:

  • 12,500 shares for $2,500.00;

1 of 3

  • 25,000 shares for $5,000.00;

  • 50,000 shares for $10,000.00;

  • 100,000 shares for $20,000.00; or

  • 150,000 shares for $30,000.00.

The Subscription Price represents a 19.5% discount to the Volume Weighted Average Market Price ( VWAP ) over the last five days on which trading of HighCom’s shares on the ASX were recorded prior to the announcement of the SPP.

For information purposes, the Market Price of HighCom’s shares over the last five days of trading prior to the announcement of the SPP is as follows:

Date Market Price
(Daily VWAP)
Volume
6 February 2026 $0.23 126,558
5 February 2026 $0.25 452,722
4 February 2026 $0.25 12,699
3 February 2026 $0.25 314,189
2 February 2026 $0.25 218,706

The VWAP for the last five days of trading prior to the announcement of the SPP was $0.248.

To enable you to properly consider the offer under the SPP, set out below is a brief price history of the trading price of HighCom’s shares on the ASX over the period commencing 6 November 2025 and ending on 6 February 2026:

High Low Weighted
Average
$0.35 $0.23 $0.266

At the time of issue of the New Shares, the price of Shares trading on the ASX may be higher or lower than the Subscription Price.

Participation in the SPP is entirely at your discretion but the SPP is non-renounceable which means you cannot transfer your right to subscribe for New Shares under the SPP to anyone else.

On the basis of the Subscription Price of New Shares under the SPP, the Directors recommend the SPP to Shareholders.

The application period will close at 5.00pm (Sydney time) on Tuesday, 3 March 2026 . Therefore, if you wish to apply for any New Shares under the SPP, you should follow the instructions outlined in the attached Application Form so payment is received at our Share Registrar by that date in cleared funds.

It is proposed that the following timetable apply in respect of the SPP:

Page 2 of 3

Event Date
Record Date of the SPP (7.00pm Sydney time) 10 February 2026
Announcement Date 11 February 2026
Opening Date of the SPP 17 February 2026
Closing Date of the SPP 3 March 2026
Announcement of results of the SPP 10 March 2026
Issue and Allotment of New Shares under the SPP 10 March 2026
Quotation of New Shares under the SPP 11 March 2026

The above timetable is indicative only. HighCom reserves the right to vary any of the key dates above, including the Closing Date and the Issue Date, without further notice.

The Plan offer is made in accordance with ASIC Legislative Instrument 2019/547 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act 2001 (Cth).

If you are an Eligible Shareholder who holds shares as a custodian, trustee or nominee within the definition of “custodian” in ASIC Legislative Instrument 2019/547 ( Custodian ), and hold Shares on behalf of one or more persons ( Beneficiaries ), this offer is made to you, and you have the discretion whether to extend this offer to the Beneficiaries on whose behalf you hold Shares. You may apply for up to a maximum amount of $30,000.00 worth of Shares in respect of each Beneficiary. You may be required to submit a custodian certificate in order to participate on behalf of any beneficiaries. Further details in this regard are set out in the attached Terms and Conditions.

For further information, please contact:

HighCom on +61 2 6163 5588 between 9.00am and 5.00pm (Sydney time), Monday to Friday or email [email protected]

Yours sincerely

Geoff Knox Executive Chairman HighCom Limited

Page 3 of 3

Terms and Conditions of the Share Purchase Plan dated 17 February 2026

WARNING

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

The taxation treatment of Australian financial products is not the same as for New Zealand financial products.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

Eligible Shareholders who are not residents of Australia are responsible for obtaining all necessary approvals so they may legally apply for new shares and should refer to clause 10.2 of the Terms and Conditions for further details.

Not for distribution or release in the United States or to US Persons.

1. Definitions

In this SPP, unless the context otherwise indicates:

Application Form means the application form distributed with these Terms and Conditions.

Application Amount means the total amount payable by an Eligible Shareholder who applies for New Shares under the SPP calculated by reference to the Subscription Price multiplied by the total number of New Shares applied for by that Eligible Shareholder.

ASX means ASX Limited ACN 008 624 691.

Board means the board of directors of HighCom from time to time.

HighCom means HighCom Limited ACN 103 629 107.

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.

Custodial or Depository Service has the meaning given by section 766E of the Corporations Act.

Custodian means a person that provides a custodial or depository service in relation to shares of a body or interests in a registered scheme and who:

  • (a) holds an Australian financial services licence covering the provision of a custodial or depository service;

  • (b) is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depository service;

  • (c) holds an Australian financial services licence covering the operation an IDPS or is a responsible entity of an IDPS-like scheme;

1 of 9

  • (d) is a trustee of a self-managed superannuation fund or a superannuation master trust; or

  • (e) is a registered holder of shares or interests in the class and is noted on the register of members of the body or scheme as holding the shares or interests on account of another person.

Custodian Certificate means the certification required to be given by a Custodian to HighCom pursuant to the Terms and Conditions.

Director means a director of HighCom from time to time.

Eligible Shareholders means those Shareholders who satisfy the conditions set out in clause 2.1 of these Terms and Conditions.

IDPS and IDPS-like Scheme have the meaning given by ASIC Legislative Instrument 2019/547 or any legislative instrument that replaces that legislative instrument.

Issue Date means the date that New Shares under the SPP are issued and allotted.

Legislative Instrument means ASIC Legislative Instrument 2019/547 dated 26 August 2019 as amended or supplemented from time to time.

Listing Rules means the official listing rules of the ASX (as amended from time to time).

Market Price means the closing price of Shares on the ASX, excluding special crossings, overnight sales and exchange traded options exercises.

New Shares means new Shares in HighCom to be issued pursuant to the SPP (up to a maximum of 5,000,000 subject to any decision by the Directors to accept oversubscriptions).

Offer means a non-renounceable offer of $2,500.00, $5,000.00, $10,000.00, $20,000.00 or $30,000.00 worth of ordinary fully paid shares in HighCom (at the Subscription Price) to Eligible Shareholders under the SPP.

Record Date means 7.00pm (Sydney time) on Tuesday, 10 February 2026.

Self-managed Superannuation Fund has the meaning given by section 17A of the Superannuation Industry (Supervision) Act 1993 ( Cth ).

Share Registrar means Computershare Investor Services.

Shareholders means those persons or entities that hold Shares.

Shares means fully paid ordinary shares in HighCom.

Shortfall means any Shares not taken up by Eligible Shareholders under the SPP.

SPP means the HighCom Limited Share Purchase Plan approved by the Board.

Subscription Price means the subscription price of the Shares being $0.20 per Share.

Terms and Conditions means the terms and conditions set out in this document.

Volume Weighted Average Market Price or VWAP has the meaning given in the Listing Rules.

References to “$” means a reference to the respective amount in Australian dollars.

2 of 9

2. Eligibility to participate

  • 2.1 Those Shareholders that will be eligible to apply for New Shares under the SPP must:

  • (a) be recorded in HighCom’s register of Shareholders at 7.00pm (Sydney time) on the Record Date; and

  • (b) have a registered address in Australia or New Zealand or another jurisdiction where in the opinion of the Directors, it is lawful and reasonably practical for HighCom to issue the New Shares as set out in HighCom’s shareholder register on the Record Date.

  • 2.2 The Offer does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an Offer.

  • 2.3 If you are the only registered holder of a holding of HighCom Shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply in aggregate for a maximum of $30,000.00 worth of New Shares.

  • 2.4 If you are registered with one or more persons as the joint Shareholders of a holding of Shares, that joint holding is considered to be a single registered holding for the purpose of this SPP and the joint holders are entitled to participate in the SPP in respect of that single holding only. If the same joint holders receive more than one offer under the SPP due to multiple identical holdings, the joint holders may only apply in aggregate for a maximum of $30,000.00 worth of New Shares

  • 2.5 Custodians should refer to clause 6 of the Terms and Conditions regarding Custodian participation. If you do not hold Shares as a Custodian, these provisions do not apply.

  • 2.6 If you hold Shares as a trustee or nominee for another person, but you are not a Custodian (for example, as an undisclosed trustee), you cannot participate for beneficiaries in the manner described in clause 6 of these Terms and Conditions. In this case, the rules for multiple single holdings (see clause 2.3 above) apply.

3. Terms of the Offer

  • 3.1 The Offer will be open for a period commencing on and from 9.00am (Sydney time) on Tuesday, 17 February 2026 ( Opening Date ) until, subject to the discretion of the Board, 5.00pm (Sydney time) on Tuesday, 3 March 2026 ( Closing Date ).

  • 3.2 The Board reserves the right, subject to all applicable laws, to close the Offer at any time prior to the Closing Date or extend the Closing Date without further notification.

  • 3.3 In response to the Offer, Eligible Shareholders wishing to apply for New Shares under the SPP may apply for either:

  • (a) 12,500 shares for $2,500.00;

  • (b) 25,000 shares for $5,000.00;

  • (c) 50,000 shares for $10,000.00;

  • (d) 100,000 shares for $20,000.00; or

  • (e) 150,000 shares for $30,000.00,

subject to clauses 5 and 6.

3 of 9

  • 3.4 All Offers for New Shares under the SPP are non-renounceable and therefore the right to participate in the SPP cannot be transferred.

  • 3.5 Participation in the SPP by Eligible Shareholders is entirely optional and subject to these Terms and Conditions.

4. Applications for New Shares

  • 4.1 Eligible Shareholders wishing to apply for New Shares under the SPP must make a payment by BPAY[®] in accordance with the instructions on your personalised Application Form. BPAY applications must include your customer reference number (required to identify your holding) and the biller code.

  • 4.2 Eligible Shareholders with a registered address in New Zealand that are unable to pay by BPAY should follow the payment instructions provided separately.

  • (a) To make payment:

    • (1) pay the Application Amount for the number of New Shares that you wish to apply for so the payment is received by HighCom’s Share Registry by no later than 5.00pm (Sydney time) on the Closing Date; and

    • (2) do not return the Application Form

  • 4.3 Please note that only Eligible Shareholders having an account with an Australian financial institution e have the ability to elect to pay by BPAY[®] .

  • 4.4 All application money will be deposited into an account and any application money received in respect of any applications rejected by the Board under clauses 4.5 or 4.6 shall be refunded by HighCom without interest.

  • 4.5 The Board reserves the right to reject any application for New Shares (in whole or in part) including (without limitation) if:

  • (a) the applicant is not an Eligible Shareholder;

  • (b) the issue of those New Shares would contravene any law or the Listing Rules;

  • (c) the exact payment for the New Shares applied for is not received;

  • (d) to accept the application in full would have the effect of exceeding the maximum offer of New Shares under the SPP;

  • (e) it is not reasonably satisfied that the issue of those New Shares will not result in any person receiving Shares with an application price totalling more than $30,000.00 as a result of:

    • (1) Shares issued to the person or to a Custodian on that person’s behalf (as a result of an instruction given by that person to the Custodian to apply for Shares on their behalf) under the SPP; and

    • (2) any other Shares issued to the person or to a Custodian on that person’s behalf (as a result of an instruction given by that person to the Custodian to apply for Shares on their behalf) under an arrangement similar to the SPP operated by HighCom in the 12 months prior to the Issue Date,

except to the extent that the person is issued with New Shares or interests as a Custodian under a custodian offer;

4 of 9

  • (f) the applicant is a Custodian and has failed to provide HighCom with a Custodian Certificate; or

  • (g) the applicant has not otherwise complied with the Terms and Conditions.

  • 4.6 The Board reserves the right to allocate fewer, or no, New Shares than an Eligible Shareholder applies for under the SPP, including, without limitation, in the event that the SPP is oversubscribed at its sole discretion ( Scale Back ). If there is a Scale Back, you may receive less than the parcel of New Shares for which you applied. If a Scale Back produces a fractional number of shares when applied to your parcel, the number of New Shares you will be issued will be rounded down to the nearest whole number of New Shares. In the event of a Scale Back, the difference between the Application Amount received by HighCom, and the number of New Shares that will be issued to you multiplied by the Subscription Price, will be refunded to you.

  • 4.7 If there is a consolidation or re-organisation of the issued share capital of HighCom prior to the Closing Date, the maximum number of New Shares to be issued pursuant to and in accordance with the SPP shall be consolidated or re-organised (as the case may be) in the same ratio as the issued capital of HighCom.

5. Certification by Eligible Shareholder

  • 5.1 By making payment of the Application Amount in the manner specified in clause 4.2(a) or 4.2 you certify, acknowledge, warrant and represent as true, correct and not misleading to HighCom that if you are not a Custodian, the aggregate of the application price paid by you for:

  • (a) the New Shares the subject of the Application Form or the payment;

  • (b) any other Shares applied for under a similar arrangement in the 12 months prior to the date of submission of the Application Form or making the payment;

  • (c) any other Shares issued to a Custodian (as a result of an instruction given by you to the Custodian or another Custodian to apply for Shares on your behalf) under the SPP or under any similar arrangement operated by HighCom in the 12 months prior to the date of submission of the Application Form or making the payment and which resulted in the holder holding beneficial interests in the Shares; and

  • (d) any other New Shares which you have instructed a Custodian to acquire on your behalf under the SPP,

does not exceed $30,000.00.

6. Custodian

  • 6.1 Eligible Shareholders who are Custodians may participate in the SPP on behalf of:

  • (a) one or more persons that are not Custodians on whose behalf the Custodian is holding Shares; or

  • (b) a person, on whose behalf, another Custodian ( Downstream Custodian ) holds beneficial interests in Shares and the Custodian holds the Shares to which those beneficial interests relate, on behalf of the Downstream Custodian or another Custodian,

(each a Participating Beneficiary ).

5 of 9

  • 6.2 If you are a Custodian holding Shares on behalf of two or more persons jointly, the joint beneficiaries will be taken to be a single Participating Beneficiary for the purposes of these Terms and Conditions.

  • 6.3 If you are a Custodian and hold Shares on behalf of one or more Participating Beneficiaries, you may apply for up to a maximum of $30,000.00 worth of New Shares for each Participating Beneficiary subject to providing HighCom with a Custodian Certificate, in addition to the Application Form, certifying the following:

  • (a) that, as at the Record Date, either or both of the following apply:

    • (1) you hold Shares on behalf of one or more Participating Beneficiaries that are not Custodians; or

    • (2) a Downstream Custodian holds beneficial interests in Shares on behalf of one or more Participating Beneficiaries, and you hold the Shares on behalf of the Downstream Custodian or another Custodian,

and each Participating Beneficiary has subsequently instructed the following person to apply for New Shares on their behalf pursuant to the SPP:

  • (1) where paragraph 6.3(a)(1) applies, you as the Custodian; and

  • (2) where paragraph 6.3(a)(2) applies, the Downstream Custodian.

  • (b) the number of Participating Beneficiaries;

  • (c) the name and address of each Participating Beneficiary for whom the Custodian applies for New Shares;

  • (d)

  • in respect of each Participating Beneficiary:

  • (1) where paragraph 6.3(a)(1) applies, the number of Shares that you hold on behalf of the Participating Beneficiary; and

  • (2) where paragraph 6.3(a)(2) applies, the number of Shares to which the beneficial interests relate;

  • (e) in respect of each Participating Beneficiary:

  • (1) where paragraph 6.3(a)(1) applies, the number or dollar amount of New Shares the Participating Beneficiary has instructed you to apply for on their behalf; and

  • (2) where paragraph 6.3(a)(2) applies, the number or dollar amount of New Shares the Participating Beneficiary has instructed the Downstream Custodian to apply for on their behalf;

  • (f) that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $30,000.00:

  • (1) the New Shares applied for by you as Custodian on their behalf under the SPP; and

  • (2) any other Shares issued to you as Custodian in the 12 months prior to the date of submission of the Application Form as a result of an instruction given by them to you as Custodian or to a Downstream Custodian to apply for Shares under an arrangement similar to the SPP operated by HighCom;

6 of 9

  • (g) that a copy of the written offer document was given to each Participating Beneficiary; and

  • (h) where paragraph 6.3(a)(2) applies, the name and address of each Custodian who holds beneficial interests in Shares held by the Custodian in relation to each Participating Beneficiary.

  • 6.4 Custodians should have received a Custodian Certificate by email. If you are a Custodian and did not receive a Custodian Certificate, or would like further information on how to apply, please contact the Company at +61 2 6163 5588 (within Australia) between 9.00am and 5.00pm (Sydney time), Monday to Friday.

7. Issue of Shares

  • 7.1 HighCom is prohibited from issuing any New Shares to any Eligible Shareholder unless the Eligible Shareholder has provided the certification set out in clause 5, and if a Custodian, has provided a Custodian Certificate, at the time of applying for the New Shares.

  • 7.2 The Directors of HighCom reserve the right to issue to Eligible Shareholders such number of New Shares under the SPP as is permitted under the Listing Rules without Shareholder approval. In the event that the SPP is oversubscribed, the Board reserves the right to allocate fewer, or no, New Shares than an Eligible Shareholder applies for under the SPP at its sole discretion.

  • 7.3 HighCom intends to issue the New Shares under the SPP on or about Tuesday, 10 March 2026 ( Issue Date ). HighCom reserves the right to vary the Issue Date without further notice in the event that the Closing Date is varied pursuant to clauses 3.2 or 11.1.

  • 7.4 In respect of application monies received from an Eligible Shareholder, HighCom will, prior to the Issue Date, determine the maximum number of New Shares rounded down to the nearest whole number which may be acquired by any Eligible Shareholder.

  • 7.5 The allocation of New Shares will be determined by the Board at its sole discretion.

  • 7.6 The Directors reserve the right to accept oversubscriptions as they deem appropriate but not exceeding the threshold of $30,000.00 per holder under the Legislative Instrument and not exceeding the threshold of 30% of the Shares on issue imposed under Listing Rule 7.2 Exception 5.

  • 7.7 In the event that the Offer under the SPP is not fully subscribed, the Board reserves its right to issue New Shares in excess of the maximum $30,000.00 worth of New Shares specified in clause 3.3 ( Additional Issue ), to any person (whether or not such person is an Eligible Shareholder) so long as the Additional Issue:

  • (a) satisfies section 708 of the Corporations Act;

  • (b) complies with the ASX Listing Rules; and

  • (c) any approval of Shareholders to the Additional Issue which is required under the Listing Rules or the Corporations Act is obtained.

  • 7.8 HighCom will apply to ASX for quotation of the New Shares issued under the SPP and the Additional Issue (if any) within the period prescribed in the Listing Rules.

7 of 9

8. Subscription Price

  • 8.1 The price of the New Shares will be the Subscription Price.

  • 8.2 Compared with the Volume Weighted Average Market Price over the last 5 days on which trading in Shares were recorded immediately prior to the announcement of the SPP (on 11 February 2026), the Subscription Price represents a 19.5% discount to the Volume Weighted Average Market Price over that period.

  • 8.3 The New Shares are a speculative investment and the Market Price of the Shares may change between the Opening Date and the Issue Date. This means that the Subscription Price you pay for the New Shares may exceed the Market Price of the Shares at the Issue Date. HighCom does not make any assurance as to the Market Price of Shares and there can be no certainty that Shares in HighCom will trade at or above the Subscription Price following the Issue Date. Shareholders should seek their own financial advice in relation to this Offer and participation in the SPP.

  • 8.4 No brokerage, commissions, stamp duty or other transaction costs will be payable by Eligible Shareholders in respect of an application for, and an issue of, New Shares under the SPP.

  • 8.5 HighCom may pay brokerage and other commissions in respect of any subscriptions procured in respect of any Additional Issue, as determined by the Board in its discretion.

9. Rights attaching to New Shares

  • 9.1 All New Shares issued under the SPP will be issued on the same terms as other Shares quoted on ASX and once issued, will rank pari pasu with existing Shares. HighCom will apply for the New Shares to be quoted on ASX. It is anticipated that New Shares issued under the SPP will be quoted on ASX on, or shortly after, the Issue Date. Holding statements for the New Shares issued under the SPP will be sent to Eligible Shareholders who have participated in the SPP. If you trade any New Shares before you receive your holding statement, then you do so at your own risk.

10. Non-residents

  • 10.1 The right to participate in this Offer under the SPP is available exclusively to persons who were registered as holders of Shares at 7.00pm (Sydney time) on the Record Date and whose registered address was in Australia or New Zealand or in another jurisdiction where, in the opinion of the Board, it is lawful and reasonably practical to extend the Offer according to the laws of that jurisdiction.

  • 10.2 Eligible Shareholders who are not residents of Australia should consult their professional advisers as to whether any formalities need to be observed (either by them or HighCom) to enable them to apply for New Shares. It is the responsibility of such Eligible Shareholders to obtain all necessary approvals so they may legally apply for New Shares. The payment of the Application Amount from a non-resident Eligible Shareholder will be taken by the Company to constitute a representation and warranty by that Eligible Shareholder that all relevant approvals have been obtained and that HighCom may legally offer the New Shares to that Eligible Shareholder.

11. General

  • 11.1 The Board may change or terminate the SPP at any time prior to the Issue Date. If the Board does so, it will advise the ASX. Any omission to give notice of changes to, or termination of, the SPP, or the non-receipt of any such notice, will not invalidate the change or termination.

  • 11.2 If the SPP is withdrawn, all Application Amounts received by HighCom will be refunded. No interest will be paid on any refunded Application Amounts.

8 of 9

  • 11.3 In addition to any rights of the Board to reject applications as set out in these Terms and Conditions, the Board also reserves the right to allocate fewer, or no, New Shares than an Eligible Shareholder applies for under the SPP if the Board believes that the allotment of those New Shares would contravene any of the Listing Rules or the requirements of the Legislative Instrument. In any such case, excess Application Amounts will be returned to the relevant applicant(s). No interest will be paid on Application Amounts so returned.

  • 11.4 HighCom may settle in any manner it deems appropriate, any disputes or anomalies which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any applicant or application for New Shares. The decision of HighCom will be conclusive and binding on all persons to whom the determination relates.

  • 11.5 HighCom reserves the right to waive compliance with any provision of the SPP Terms and Conditions.

  • 11.6 The Offer of New Shares under the SPP is in accordance with the Legislative Instrument which grants relief from the requirement to prepare a disclosure document for this Offer and in accordance with the Listing Rules.

  • 11.7 In New Zealand, the Offer of New Shares under the SPP is in accordance with the Financial Markets Conduct Act 2013 (NZ), the Financial Markets Conduct Regulations 2014 (NZ) and the Financial Markets Conduct ( Incidental Offers ) Exemption Notice 2021 (NZ).

  • 11.8 The contents of this document have not been reviewed by any regulatory authority in any jurisdiction. By filling out the Application Form to apply for New Shares, you are providing personal information about yourself to HighCom. HighCom, and its share registry on its behalf, collect, hold and use that personal information in order to process your application, service your needs as a Shareholder, to provide facilities and services that you request and to carry out appropriate administration. Your personal information may also be used from time to time to inform you about other products and services offered by HighCom, as well as its related body corporates, which HighCom considers may be of interest to you. If you do not want your personal information to be used for this purpose please contact HighCom. You may request access to your personal information held by (or on behalf of) HighCom by contacting HighCom or its share registry, Computershare Investor Services.

  • 11.9 These Terms and Conditions of the SPP are governed by the laws in force in Queensland.

9 of 9

==> picture [171 x 58] intentionally omitted <==

==> picture [112 x 49] intentionally omitted <==

HCL

==> picture [198 x 110] intentionally omitted <==

==> picture [326 x 208] intentionally omitted <==

==> picture [188 x 127] intentionally omitted <==

==> picture [107 x 44] intentionally omitted <==

==> picture [186 x 340] intentionally omitted <==

BPAY BPAY BPAY

BPAY BPAY BPAY

BPAY

916CR_0_Sample_CA/000001/000001/i