Highlights

• EMU NL will be entitled to accelerated milestone payments of $2.2 million following the execution of a binding sale agreement under which Catalina Resources will acquire Coruscant Minerals from Badja Gold.

• The milestone payments were originally structured as deferred consideration when EMU sold Coruscant to Badja in September 2025, with an acceleration clause triggered if Badja sold Coruscant within five years.

• Completion of the sale is targeted by end January 2027 and is subject to Catalina Resources obtaining necessary Shareholder and government licence approvals.

• The milestone payments will become payable to EMU NL upon completion of the conditions to the sale and purchase agreement.

EMU NL (ASX:EMU), an Australian minerals company listed on the Australian Securities Exchange under the ticker EMU, announced on 12 November 2026 that it had noted the announcement by Catalina Resources Ltd that Catalina had executed a binding conditional sale and purchase agreement to acquire Coruscant Minerals Pty Ltd from Badja Gold Pty Ltd. The significance of this transaction for EMU NL lies not in the Acquisition itself, but in the deferred payment structure that was embedded in EMU's original sale of Coruscant to Badja in September 2025. Under the terms of that earlier transaction, EMU was entitled to receive a total of $2.2 million in deferred milestone payments tied to production milestones, with a specific acceleration provision that would bring forward the full payment obligation if Badja sold Coruscant to a third party within five years of its acquisition from EMU.

Background to the Coruscant Minerals Sale Chain

The original sale of Coruscant Minerals by EMU NL to Badja Gold, announced in September 2025, included deferred consideration structured around production milestones rather than an immediate cash payment. This type of arrangement is common in the junior resources sector, where buyers may be unable or unwilling to pay the full acquisition price upfront for an asset that has not yet reached production or demonstrated its full value, while sellers seek to retain upside participation if the asset is subsequently advanced or resold. The embedded acceleration clause — specifically providing that the milestone payments would be brought forward if Badja on-sold the asset within five years — was designed to ensure that EMU NL would benefit from the creation of additional value should Coruscant be traded to a new buyer in the near term. The execution by Catalina Resources of a binding agreement to acquire Coruscant from Badja has now triggered this acceleration mechanism.

Milestone Payment Structure and Acceleration Mechanism

The transaction through which Catalina Resources will acquire Coruscant is conditional, as is typical of asset transactions of this nature in the junior Mining sector. The conditions precedent include the receipt of necessary shareholder approval from Catalina Resources' own shareholders and normal government licence approvals. Completion is targeted by end January 2027, subject to these conditions being satisfied or waived. For EMU NL, the payment of the $2.2 million in milestone payments is therefore contingent on this completion occurring — if the conditions are not met and the sale does not proceed, the payment obligation would not be triggered under the accelerated terms. The company has not indicated any reason to expect the conditions will not be met, but the conditionality is a relevant Factor for investors assessing the certainty and timing of the payment.

Conditions to Completion and Expected Timeline

The potential receipt of $2.2 million in milestone payments represents a meaningful inflow for a company of EMU NL's scale, providing Working Capital that could be deployed across the company's remaining project portfolio and corporate activities. The transaction illustrates the value that can be embedded in carefully structured deferred consideration arrangements in junior resource company transactions — EMU's decision to include both production-linked milestones and a resale acceleration clause in the Coruscant sale has resulted in the company being positioned to receive a consolidated payment on a faster timeline than the original milestone schedule would have delivered. For investors monitoring EMU NL, the upcoming completion period provides clarity on the anticipated timing of the inflow, with the January 2027 target date and the nature of the remaining conditions providing reasonable near-term visibility on when the milestone payments could be received. From EMU's perspective, the Coruscant transaction has followed an unexpected but financially favourable path. The original sale contemplated that milestone payments would be received progressively as the asset reached production thresholds — a timeline that could have stretched over years or never been reached if operational challenges delayed or prevented production from occurring. The resale of Coruscant by Badja to Catalina Resources on a binding basis within approximately 14 months of the original acquisition compresses that timeline dramatically, delivering the full deferred consideration in a single payment upon completion rather than in staged tranches tied to production. The EMU NL case also illustrates a broader principle in junior resource company transactions: the structure of consideration in an asset sale can be as important as the quantum of that consideration. By including both production-linked milestones and a resale acceleration clause, EMU NL's negotiating team at the time of the original Coruscant sale built in protection against the risk that the asset was quickly flipped to a third party without passing any of the upside to the original vendor. The acceleration clause has now done exactly what it was designed to do — triggering the full payment on a faster timeline than the production milestone schedule would have delivered. For investors evaluating junior resource companies that engage in asset transactions, the quality of the deal structure, including contingent payment mechanisms, can materially affect the financial outcomes ultimately realised by the original vendor.

Key Insights

The potential receipt of $2.2 million in milestone payments represents a meaningful inflow for a company of EMU NL's scale, providing working capital that could be deployed across the company's remaining project portfolio and corporate activities. The transaction illustrates the value that can be embedded in carefully structured deferred consideration arrangements in junior resource company transactions — EMU's decision to include both production-linked milestones and a resale acceleration clause in the Coruscant sale has resulted in the company being positioned to receive a consolidated payment on a faster timeline than the original milestone schedule would have delivered. For investors monitoring EMU NL, the upcoming completion period provides clarity on the anticipated timing of the inflow, with the January 2027 target date and the nature of the remaining conditions providing reasonable near-term visibility on when the milestone payments could be received. From EMU's perspective, the Coruscant transaction has followed an unexpected but financially favourable path. The original sale contemplated that milestone payments would be received progressively as the asset reached production thresholds — a timeline that could have stretched over years or never been reached if operational challenges delayed or prevented production from occurring. The resale of Coruscant by Badja to Catalina Resources on a binding basis within approximately 14 months of the original acquisition compresses that timeline dramatically, delivering the full deferred consideration in a single payment upon completion rather than in staged tranches tied to production. The EMU NL case also illustrates a broader principle in junior resource company transactions: the structure of consideration in an asset sale can be as important as the quantum of that consideration. By including both production-linked milestones and a resale acceleration clause, EMU NL's negotiating team at the time of the original Coruscant sale built in protection against the risk that the asset was quickly flipped to a third party without passing any of the upside to the original vendor. The acceleration clause has now done exactly what it was designed to do — triggering the full payment on a faster timeline than the production milestone schedule would have delivered. For investors evaluating junior resource companies that engage in asset transactions, the quality of the deal structure, including contingent payment mechanisms, can materially affect the financial outcomes ultimately realised by the original vendor.