FLYNN GOLD LIMITED [ABN 82 644 122 216] (“the Company”) RIGHTS ISSUE PROSPECTUS A renounceable pro-rata rights issue offer of one (1) fully paid ordinary new share (New Share) for every three (3) fully paid ordinary shares (Shares) held by shareholders with a registered address in Australia or New Zealand as at the Record Date (Eligible Shareholders) at an issue price of $0.015 (1.5 cents) per New Share to raise up to approximately $3.04 million before costs. Every two (2) New Shares will be accompanied by one (1) free-attaching option (New Option), each with an exercise price of $0.03 (3 cents), expiring 30 months from the first issue of New Options under the Rights Issue and which, upon exercise, entitle the holder to one Share. The offer of New Shares and free-attaching New Options is referred to as the Rights Issue or Entitlement Offer. The Rights Issue is partially underwritten by Mahe Capital Pty Ltd [ABN 91 634 087 684] [AFSL 517246] (Underwriter) for $1,500,000 before costs (Underwritten Amount). A summary of the material terms of the Underwriting Agreement between the Company and the Underwriter is set out in Section 1.2. This Prospectus also contains an offer of up to a maximum of 6,028,851 New Shares at a deemed issue price of $0.015 (1.5 cents) together with up to a maximum of 3,014,426 New Options (on the basis of one New Option for every two New Shares) to the Underwriter (and/or its nominee(s)) for certain fees that would otherwise be payable in cash, if elected by the Underwriter to be received in shares and options (Underwriter Fee Offer). Further details of the Underwriter Fee Offer are set out in Section 1.6. The Rights Issue and Underwriter Fee Offer are collectively the Offers. THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY It is important you read this Prospectus carefully before deciding whether to accept the Rights Issue and/or the Underwriter Fee Offer. If you do not understand its contents you should consult your stockbroker, accountant or other professional adviser. The securities offered under this Prospectus are considered highly speculative - 2 - CORPORATE DIRECTORY Flynn Gold Limited [ABN 82 644 122 216] Directors Clive Duncan – Non-Executive Chair Neil Marston – Managing Director & CEO Samuel Garrett – Technical Director John Forwood – Non-Executive Director Company Secretary Mathew Watkins Registered Office Suite 2, Level 11, 385 Bourke Street Melbourne VIC 3000 Telephone: +61 3 9692 7222 Share Registry Boardroom Pty Ltd Level 8, 210 George Street Sydney, NSW, 2000 Postal address: GPO Box 3993, Sydney, NSW, 2001 ASX Code FG1 Web Site www.flynngold.com.au To view annual reports, shareholder and company information, news announcements, background information on the Company’s business and historical information, visit www.asx.com.au and search code “FG1”. - 3 - IMPORTANT NOTICES This prospectus (Prospectus) is dated 25 September 2026. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission (ASIC) on the same date. Neither ASIC nor ASX Limited (ASX) nor their respective officers take any responsibility as to the contents of this Prospectus. Subject to the Corporations Act, the ASX Listing Rules and other applicable laws, the Company reserves the right to close the Offers (or either of them) early, to extend the Closing Date and/or any other dates (by making an announcement of the extension to ASX), or not to proceed with the Offers (or either of them) as described in this Prospectus. The Offers close at 5:00pm (Melbourne, Victoria, Australia time) on Friday, 16 October 2026, which date may change without notice. This Prospectus is for an offer of continuously quoted securities (the New Shares) and convertible securities to acquire continuously quoted securities (the New Options) and accordingly is not required by the Corporations Act to contain all the information normally required to be set out in a document of this type. Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office. This Prospectus contains and applies to the Offers of New Shares and New Options. This Prospectus incorporates by reference certain information contained in documents lodged with ASIC. A document incorporated by reference in this Prospectus in this manner may be obtained free of charge from the Company during the application period. The Company has adopted target market determinations (each a TMD and collectively the TMDs) for each of the offers of New Options under the Rights Issue and the Underwriter Fee Offer. The TMDs are available at the website of the Company, www.flynngold.com.au. By making an application for New Options, an investor warrants that they have read and understood the applicable TMD and that they meet the eligibility criteria of, and fall within the target markets set out in, the applicable TMD. No person is authorised to give any information or make any representation in connection with this Prospectus that is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the offer of securities. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia or New Zealand may be restricted by law and persons who come into possession of this Prospectus should observe any of those restrictions. Any failure to comply with the restrictions may constitute a violation of applicable securities law. No action has been taken to register or qualify the offer of securities made under this Prospectus, or the securities themselves, or otherwise to permit a public offering of the securities offered under this Prospectus, in any jurisdiction outside Australia. The securities offered under this Prospectus have not been, and will not be, registered under the United States Securities Act of 1933 and should not be offered or sold within the USA. No account has been taken of particular objectives, financial situation or needs of recipients of this Prospectus. Recipients of this Prospectus should have regard to their own objectives, financial situation - 4 - and needs. Recipients of this Prospectus should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and risks associated with investing. Independent expert advice should be sought before any decision is made to apply for securities under this Prospectus. All monetary amounts in this Prospectus are in Australian dollars unless otherwise stated. All dates and times are dates and times in Melbourne, Victoria, Australia unless otherwise stated. The securities offered under this Prospectus are considered highly speculative. TIMETABLE Announcement of Rights Issue 21 September 2026 Lodgement of this Prospectus with ASIC 25 September 2026 “Ex” date Unless otherwise determined by ASX, rights are quoted on a deferred settlement basis from market open 29 September 2026 Record date to identify shareholders entitled to participate in the Rights Issue (Record Date) at 7:00pm (Melbourne time) 30 September 2026 Prospectus dispatched with personalised entitlement and acceptance forms Rights Issue offer opens 2 October 2026 2 October 2026 Rights trading ends at close of trading 9 October 2026 Unless otherwise determined by ASX, securities quoted on a deferred settlement basis from market open 12 October 2026 Last day to extend the Closing Date (defined below) 13 October 2026 Closing date of the Offers (Closing Date) at 5:00pm (Melbourne time) 16 October 2026 Proposed issue date under the Offers 23 October 2026 The above dates should be regarded as indicative only and may change without notice. All dates and times are Melbourne, Victoria, Australia time. Subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws, the Company, in consultation with the Underwriter, reserves the right to change the above dates, close the Offers (or either of them) prior to the Closing Date, extend the Closing Date and subsequent dates or not proceed with the Offers (or either of them). The Company reserves the right to extend the Closing Date and/or change any other dates by making an announcement to ASX. No securities will be issued on the basis of this Prospectus after 25 October 2027, being the expiry date of this Prospectus. - 5 - CONTENTS Key Investment Risks – Summary ………………………………………………………………………………………………………………….. 5 Letter from the Chair ………..…………………………………………………………………………..……………………………………………… 6 About the Offers – Summary …………………………………………………………………………………………………………………………. 7 1. Details of the Offers........................................................................................................................... 11 2. Purpose and costs of the Offers ......................................................................................................... 19 3. Financial effect of the Offers.............................................................................................................. 21 4. Effect on the Capital Structure of the Company.................................................................................. 23 5. Risks.................................................................................................................................................. 28 6. Acceptance Instructions..................................................................................................................... 33 7. Continuous Disclosure Obligations..................................................................................................... 36 8. ASX Announcements.......................................................................................................................... 38 9. Terms of securities offered ................................................................................................................ 38 10. Directors’ interests ............................................................................................................................ 40 11. Taxation ............................................................................................................................................ 42 12. Overseas Investors............................................................................................................................. 42 13. Nominees, Trustees and Custodians – Rights Issue............................................................................. 42 14. Privacy............................................................................................................................................... 43 15. Electronic Prospectus ........................................................................................................................ 43 16. Investment Decisions......................................................................................................................... 43 17. Future Performance........................................................................................................................... 44 18. Consents ........................................................................................................................................... 44 19. Enquiries ........................................................................................................................................... 44 KEY INVESTMENT RISKS – SUMMARY Please read and consider this Prospectus in full and in conjunction with any matters which have or may be referred to in the Company’s ASX announcements before applying under the Offers. Section 5 of this Prospectus contains an overview of some of the key risks associated with investment in the Company, including risks associated with the Offers as set out below: • Risk of termination of the Underwriting Agreement. • Value of securities and share market conditions including liquidity risk. • Potential taxation consequences. • Dilution risks. • There being no guarantee that the share price of the Company will be greater than the exercise price of New Options prior to the expiry date of New Options. Section 5 also includes specific business risks of the Company, a selection of which are set out below: • Risks in connection with mining exploration activities. • Risks in respect of the maintenance of tenements. • Access risks. • Future capital requirements. • Risks associated with commodity price fluctuations. • Resource estimation risk. In addition, there are risks of a more general nature, such as economic and market conditions. A more detailed overview of some of the key risks associated with the Company and its operations are set out in section 5 of this Prospectus. - 6 - Letter from the Chairman On behalf of your Directors, I am pleased to invite you to participate in this renounceable pro-rata one-for-three Entitlement Offer at an issue price of $0.015 per New Share, to raise up to approximately $3.04 million (before costs). Participants with also receive 1 free attaching New Option with an exercise price of $0.03 for every 2 New Shares issued. The Offer price represents a discount of 21.0% to the last price of 1.9 cents and 18.4% to the 5 day VWAP of 1.8 cents at the time of announcing the Entitlement Offer on 21 September 2026. The issue is underwritten to $1,500,000 by Mahe Capital Pty Ltd [ABN 91 634 087 684] [AFSL 517246]. All the Company’s Directors have indicated their intent to take up all or most of their entitlements, whilst key investor Lowell Resources Fund has agreed to participate for $200,000. Eligible Shareholders who take up their entitlement under the Entitlement Offer in full may choose to top-up their holdings by applying for additional New Shares (and free-attaching New Options) under the Shortfall Offer. The funds raised by the Entitlement Offer are intended by the Company to be applied primarily towards: • Resource definition drilling activities at the Golden Ridge project; • Completion of the Firetower maiden Mineral Resource estimate; • General working capital and corporate costs; and • Costs of the Offers. Additional information The Prospectus includes further details of the Offers and the effect of the Offers on the Company. This is an important document and should be read in its entirety. If you have any doubts or questions in relation to the Prospectus you should consult your stockbroker, accountant, solicitor, or other suitably qualified professional advisor to evaluate whether or not to participate in the Offers (or either of them). Through this offer structure we have prioritised existing shareholders who continue to support our exciting exploration activities at our flagship Golden Ridge project as well as the Firetower project in Tasmania. This issue is a major step in funding key value creation milestones for the Company and we look forward to continued shareholder support as we advance these projects to the next level and deliver value for shareholders. I welcome and encourage our Shareholders to join me in taking up their Entitlements. Applications may be made in accordance with Section 6 and your personalised Acceptance and Entitlement Form. On behalf of the team at Flynn Gold, we look forward to your continued support. Your faithfully Clive Duncan Non-Executive Chair - 7 - ABOUT THE OFFERS - SUMMARY The following summary provides only a limited overview of the Offers. Further details are set out in this Prospectus. Please read and consider this Prospectus in full before making any decision regarding seeking to participate in the Offers (or either of them) or otherwise investing in the Company. Topic Summary For more information see: RIGHTS ISSUE What is the Rights Issue? The Rights Issue is a partially underwritten renounceable pro rata offer of New Shares to Eligible Shareholders. Eligible Shareholders are offered the opportunity to subscribe for one (1) New Share for every three (3) existing Shares held by the Eligible Shareholder at the Record Date at an issue price of $0.015 (1.5 cents) per New Share to raise up to approximately $3.04 million before costs. Every two (2) New Shares will be accompanied by one (1) New Option. Fractional entitlements to New Shares and free-attaching New Options will be rounded up. The Rights Issue is partially underwritten for $1.5 million before costs (being the Underwritten Amount). Further details of the underwriting are set out in Section 1.2. Sections 1.1 and 1.2 Am I an Eligible Shareholder? Eligible Shareholders are shareholders of the Company whose address in the Company’s share register is in Australia or New Zealand on the Record Date. Further details are set out in Sections 1.1 and 1.4. Section 1.1, 1.4, 12 and 13 Record Date The Record Date is 7:00pm (Melbourne time) on 30 September 2026. Page 4 and section 1.1 As an Eligible Shareholder, what is my Entitlement? The Entitlement of an Eligible Shareholder is the number of New Shares and free-attaching New Options that an Eligible Shareholder may subscribe for under the Rights Issue, being one (1) New Share for every three (3) existing Shares held by the Eligible Shareholder at the Record Date, with every two (2) New Share being accompanied by one (1) New Option. The Entitlement of an Eligible Shareholder does not include New Shares and free-attaching New Options an Eligible Shareholder may acquire under the Shortfall Offer. Sections 1.1, 1.3 and 1.5 What is the issue price of New Shares? Each New Share has an issue price of $0.015 (1.5 cents). Section 1.1 What are the terms of the New Shares? All New Shares issued will be fully paid ordinary shares that rank equally in all respects with the fully paid ordinary shares of the Company already on issue. Sections 1.1, 9.1 and 9.3 What are the terms of New Options? New Options have an exercise price of $0.03 (3 cents), expire 30 months from the first issue of New Options under the Rights Issue and otherwise having terms set out in Section 9.2. The Company proposes seeking quotation (listing) of New Options, subject to meeting the quotation requirements of ASX. Further details are set out in Section 1.7. Sections 1.7, 9.2 and 9.3 - 8 - Topic Summary For more information see: Nothing in this Prospectus is to be construed as stating or implying that the New Options will be quoted (listed) at any particular time, or at all. Is the Rights Issue underwritten? Yes, the Rights Issue is partially underwritten by Mahe Capital Pty Ltd [ABN 91 634 087 684] [AFSL 517246] (the Underwriter) for $1,500,000 before costs (the Underwritten Amount). A summary of the material terms of the Underwriting Agreement between the Company and the Underwriter is set out in Section 1.2. Section 1.2 How much will the Rights Issue raise? The Rights Issue will raise up to a maximum of approximately $3.04 million before costs. The Rights Issue is partially underwritten for the Underwritten Amount and accordingly a minimum of $1.5 million before costs will be raised from the Rights Issue, subject to the Underwriting Agreement not being terminated. A summary of the material terms of the Underwriting Agreement (including termination provisions of the Underwriting Agreement) is set out in Section 1.2. Sections 1.1, 1.2 and 2 What is the use of funds under the Rights Issue? Funds raised under the Rights Issue will be applied to exploration and pre-development activities at the projects of the Company and to working capital requirements including meeting the costs of the Offers. Further details of the use of funds are set out in Section 2.1. Section 2 What if I am not an Eligible Shareholder? If you are not an Eligible Shareholder, no offer is made to you, and you will not be provided with the opportunity to participate in the Rights Issue. Any New Shares and free-attaching New Options that wouldhave formed your Entitlement hadyou beenan Eligible Shareholder will, together with Entitlements not taken up by Eligible Shareholders, form the shortfall of New Shares and free-attaching New Options not taken up under the Rights Issue (Shortfall). Sections 1.4, 1.5, 12 and 13 What can I do with my Entitlement? You can do any of the following with your Entitlement under the Rights Issue: • take up all of your Entitlement (by accepting your Entitlement in full); or • take up all of your Entitlement (by accepting your Entitlement in full) and if eligible to do so (see second item below) apply for additional New Shares and free-attaching New Options from the Shortfall (if any); or • take up part of your Entitlement (by accepting part of your Entitlement) and allow the balance to lapse (with the balance to form part of the Shortfall); or • trade your Entitlement as described in section 1.3; or • do nothing, in which case all your Entitlement will lapse and form part of the Shortfall. Section 6.1 How do I take my Entitlement? If you are an Eligible Shareholder and wish to take up all or part of your Entitlement (and if eligible to do so (see next item below) to apply for New Shares and free-attaching New Options under the Shortfall) you must pay for the New Shares either: • by logging in via www.investorserve.com.au access and download your personalised entitlement and acceptance form (Entitlement and Acceptance Form), Sections 6.1 to 6.4 - 9 - Topic Summary For more information see: and pay directly via BPAY using the details in the form so payment is received by no later than 5:00pm (Melbourne time) on the Closing Date; or • if you are unable to pay via BPAY® please contact the Offer Information Line on 1300 737 760 (within Australia) or +61 02 9290 9600 (outside Australia) between 8:30am and 5:00pm (Melbourne time), Monday to Friday, during the Offer period (and allow time for payment to be received by no later than 5:00pm (Melbourne time) on the Closing Date). The amount payable if you are taking up your full Entitlement is set out in your Entitlement and Acceptance Form. If taking up less than your full Entitlement, the amount payable is calculated by multiplying the number of New Shares you wish to take up under your Entitlement by $0.015 (1.5 cents). Eligible Shareholders who take up their Entitlement in full may also apply for additional New Shares and free-attaching New Options from the Shortfall, unless they are shareholders to whom ASX Listing Rule 10.11 applies (see Section 1.5 for further detail). Can I trade my Entitlement? Yes, you can trade your Entitlement. Further details are set out in sections 1.3 and 6.5. Sections 1.3 and 6.5 What happens if I do not take up my Entitlement in full? Not taking up your Entitlement in full may result in your interest in the Company being diluted. Further details of the potential dilutive impact of the Rights Issue is set out in Section 4.3. The dilutive impact of the Rights Issue is dependent upon the total amount raised under the Rights Issue. Section 4.3 How and when will I know if my application was successful? Holding statements confirming the issue of New Shares and free-attaching New Options under the Rights Issue are anticipated to be dispatched on or about 30 October 2026 (subject to change without notice). The Company reserves the right to issue New Shares and free-attaching New Options from the Shortfall within three months after the Closing Date. Sections 1.5 and 6.7 UNDERWRITER FEE OFFER What is the Underwriter Fee Offer? The Underwriter Fee Offer is an offer of up to a maximum of 6,028,851 New Shares at a deemed issue price of $0.015 (1.5 cents) per New Share, together with up to a maximum of 3,014,426 New Options, to the Underwriter (and/or its nominee(s)) on conversion of fees that would otherwise be payable in cash as elected by the Underwriter. The number of New Shares that may be issued under the Underwriter Fee Offer is equal to the quantum of the cash fees that the Underwriter is able to, and elects to, convert as described in Section 1.2 divided by the deemed issue price of $0.015 (1.5 cents), with every two New Shares to be accompanied by one free-attaching New Option. Sections 1.2 and 1.6 What is the purpose of the Underwriter Fee Offer? The purpose of the Underwriter Fee Offer is to facilitate the issue of New Shares and New Options under the Underwriter Fee Offer, in particular, to facilitate the secondary trading of New Options (subject to meeting the quotation requirements of ASX as set out in Section 1.7) and New Shares under the Underwriter Fee Offer and Shares issued on exercise of New Options (if any) where such New Options are issued pursuant to the Underwriter Fee Offer. Sections 1.6 and 1.7 - 10 - Topic Summary For more information see: What are the terms of New Options? New Options have an exercise price of $0.03 (3 cents), expire 30 months from the first issue of New Options under the Rights Issue and otherwise having terms set out in Section 9.2. The Company proposes seeking quotation (listing) of New Options, subject to meeting the quotation requirements of ASX. Further details are set out in Section 1.7. Nothing in this Prospectus is to be construed as stating or implying that the New Options will be quoted (listed) at any particular time, or at all. Sections 1.7, 9.2 and 9.3 Am I eligible to apply under the Underwriter Fee Offer? The offer of New Shares and New Options under the Underwriter Fee Offer is only made to and is capable of acceptance by the Underwriter (and/or its nominee(s)). The Company will provide the Underwriter (and/or its nominee(s)) a personalised application form to apply for New Options pursuant to the Underwriter Fee Offer. Section 6.6 GENERAL Are there risks associated with investment in the Company? There are risks associated with investment in the Company. These include risks relating to the Offers and the New Shares and New Options, risks relating to the Company and risks associated with financial investment generally. Please carefully consider the risks and the information contained in this Prospectus in conjunction with any specific matters which have or may be referred to in the Company’s ASX announcements before deciding to apply for or acquire New Shares and New Options or otherwise investing in the Company. Section 5 What are the taxation implications of receiving securities? Taxation implications will vary depending upon the specific circumstances of the investor. You should obtain professional advice as to the taxation treatment applicable to you. Section 11 Where can I find more information about the Company? For more information on the Company please see the Company's website (www.flynngold.com.au) or refer to the Company’s ASX announcements (available on the ASX's website www.asx.com.au, search code “FG1”). Section 7 What if I have questions? You should consult your stockbroker, accountant, solicitor or other professional adviser before making any decision regarding applying for securities under this Prospectus. Questions concerning the Offers (or either of them) can be directed to the Company by email to info@flynngold.com.au. Section 19 - 11 - 1. Details of the Offers 1.1 The Rights Issue The Company offers Eligible Shareholders (being shareholders as recorded on the Share Registry records at 7:00pm (Melbourne time) on the Record Date and who have a registered address in Australia or New Zealand) the right to participate in a partially underwritten renounceable pro rata Rights Issue of one (1) New Share for every three (3) existing Shares held at the Record Date (maximum of 202,885,100 New Shares) at an issue price of $0.015 (1.5 cents) per New Share to raise up to approximately $3.04 million before costs. Every two (2) New Shares will be accompanied by one (1) free-attaching New Option. New Shares and free-attaching New Options will be issued in response to valid acceptances of Entitlements from Eligible Shareholders. Fractional entitlements to New Shares and free-attaching New Options will be rounded up. Any New Shares and free-attaching New Options not taken up by Eligible Shareholders will form part of the Shortfall. Eligible Shareholders who take up their Entitlement in full may also apply for New Shares and free-attaching New Options from the Shortfall unless they are shareholders to whom ASX Listing Rule 10.11 applies. Further details are set out in section 1.5. The Rights Issue is partially underwritten for $1.5 million before costs (Underwritten Amount) by the Underwriter. Accordingly a minimum of $1.5 million before costs will be raised from the Rights Issue, subject to the Underwriting Agreement not being terminated. Further details of the underwriting are set out in Section 1.2. 1.2 Underwriting Agreement A summary of the material terms of the Underwriting Agreement is set out below: • The Company has appointed Mahe Capital Pty Ltd [ABN 91 634 087 684] [AFSL 517246] (the Underwriter) to partially underwrite the Rights Issue. The Underwriting Agreement is dated 21 September 2026. • The Underwriter agrees to partially underwrite the Rights Issue for the Underwritten Amount, being $1.5million before costs. Applications received from Eligible Shareholders under the Rights Issue (including the Shortfall) reduce the amount payable by the Underwriter. The Underwriter is to receive the following fees (plus GST, where applicable) for partially underwriting the Rights Issue: o $60,000. The Underwriter may elect to receive some or all of this fee in New Shares and free-attaching New Options on the same terms as the Rights Issue (up to 4,000,000 New Shares at a deemed issue price of $0.015 (1.5 cents) together with up to 2,000,000 New Options). These New Shares and New Options form part of the Underwriter Fee Offer, further details of which are set out in Section 1.6. o 1% of the t