Alliance Resources : Off-market TKO Bid for Alliance - Bidder's Statement

4 April 2022

The Manager

Market Announcements Office

ASX Limited

Takeover bid for Alliance Resources Limited (ASX: AGS)

Bidder's Statement and offer document

Under item 5 of subsection 633(1) of the Corporations Act 2001 (Cth), we enclose for release a copy of the Gandel Metals Pty Ltd (Gandel Metals) bidder's statement and offer document (Bidder's Statement) in relation to its off-market takeover bid for all of the fully paid ordinary shares in Alliance Resources Limited (ASX: AGS) (Alliance).

A copy of the Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC) and served on Alliance earlier today.

Yours sincerely

Ian Gandel

Director, Gandel Metals Pty Ltd

Encl.

Suite 3, 51-55 City Rd

Southbank VIC 3006

Tel: [phone]

Fax: [phone]www.gandelmetals.com.au

ABN 69 493 120 953

This is an important document and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your financial or other professional advisor.

Bidder's Statement

Accept the Offer

to acquire all the ordinary shares in

Alliance Resources Limited (Alliance)

(ACN 063 293 336)

BY

Gandel Metals Pty Ltd (Gandel Metals)

(ACN 102 347 955)

OFFER PRICE OF $0.18 PER ALLIANCE SHARE

If you have any queries about the Offer, you may call Bob Tolliday (CFO) on [phone] between 9:00am and 5:00pm (AEST) Monday to Friday.

Important Information

Key Dates

Event	Date
Date of Bidder's Statement	Monday, 4 April 2022
Offer opens (date of Offer)	[●]
Close of Offer*	7pm (AEST) on [●]

* This date is indicative only and may be changed as permitted by the Corporations Act.

Bidder's Statement and Offer

This is a Bidder's Statement dated 4 April 2022 given by Gandel Metals to Alliance and each holder of Alliance Shares under Part 6.5 of Chapter 6 of the Corporations Act. This Bidder's Statement was approved by Ian Gandel, the sole director of Gandel Metals. It includes an Offer for Alliance Shares dated [●]. The Offer extends to Alliance Shares on issue on the Register Date and any Alliance Shares issued during the Offer Period.

ASIC and ASX

A copy of this Bidder's Statement was lodged with ASIC and ASX on 4 April 2022. None of ASX, ASIC nor any of their officers takes any responsibility for the contents of this Bidder's Statement.

Investment decision

This is an important document. This Bidder's Statement does not take into account the individual investment objectives, financial situation or any particular needs of each Alliance Shareholder or any other person. Alliance Shareholders may wish to seek independent financial and taxation advice before making a decision as to whether to accept the Offer.

Disclaimer

Except for historical information contained in this booklet, there may be matters discussed in this Bidder's Statement that are forward-looking statements. Such statements are only predictions and are subject to inherent risks and uncertainty. Forward- looking statements, which are based on assumptions and estimates and describe Gandel Metals' future plans, strategies and expectations, are generally identifiable by the use of the words 'anticipate', 'will', 'believe', 'estimate', 'expect', 'intend', 'seek' or similar expressions. Alliance Shareholders are cautioned not to place undue reliance on forward-looking statements. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties both general and specific that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Those risks and uncertainties include factors and risks specific to the industry in which Gandel Metals and Alliance operate as well as general economic conditions and prevailing exchange rates and interest rates. Actual events or results may differ materially.

All forward-Iooking statements attributable to Gandel Metals, or persons acting on behalf of Gandel Metals, are expressly qualified in their entirety by the cautionary statements in this Section. Except as expressly required by the Corporations Act, Gandel Metals makes noundertaking to publicly update or revise any forward-looking statements provided in this Bidder's Statement, whether as a result of new information, future events or otherwise, or the list of risks affecting this information.

None of Gandel Metals' officers, any person named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, except to the extent required by law.

Offers outside Australia

The distribution of this Bidder's Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder's Statement should inform themselves of, and observe, those restrictions.

Important notice to US shareholders

The Offer is made for the shares of an Australian registered company. It is important that US shareholders understand that the Offer is subject to disclosure requirements in Australia that are materially different from those in the US. You should be aware that, subject to the Corporations Act, Gandel Metals may purchase Alliance Shares otherwise than under the Offer, such as in open market or privately negotiated purchases after the end of the Offer Period.

Defined terms

Defined terms used in this Bidder's Statement are capitalised. Definitions of these terms are set out in Section 10. Unless the contrary intention appears, the context requires otherwise or words are defined in Section 10, words and phrases in the Bidder's Statement have the same meaning and interpretation as in the Corporations Act.

Sources of Information

Information included in this Bidder's Statement relating to Alliance and its business has been derived solely from publicly available sources published by Alliance, including Alliance's Annual Reports and Alliance's announcements to ASX and on its website.

Subject to the foregoing and to the maximum extent permitted by law, Gandel Metals and its director disclaim all liability for any information concerning Alliance included in this Bidder's Statement. Alliance Shareholders should form their own views concerning Alliance from publicly available information.

Directory

Bidder

Gandel Metals Pty Ltd Suite 3, 51-55 City Road Southbank VIC 3006 Telephone: [phone]

Legal Advisor Gadens Lawyers

Level 13, 447 Collins Street Melbourne VIC 3000

Gandel Metals' Director Ian Jeffrey Gandel

Company Secretary Ian Jeffrey Gandel

Contents

1.	Key questions	1
2.	About Gandel Metals	4
3.	About Alliance	4
4.	Gandel Metals' intentions	9
5.	Sources of Offer consideration	11
6.	Tax considerations	12
7.	Information on Alliance Shares	13
8.	Other material information	14
9.	Offer Terms	16
10.	Definitions and interpretation	23
11.	Approval of Bidder's Statement	27