Announcement PDF Lead Manager & Underwriter Issuer Counsel Sea Forest Limited ABN 46 631 662 283 Initial public offering of Ordinary Shares Prospectus The Offer This Replacement Prospectus is issued by Sea Forest Limited (ACN 631 662 283) (Sea Forest or the Company) for the purpose of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The offer contained in this Prospectus is an initial public offering (IPO) to acquire fully paid ordinary shares (Shares) in the Company (Offer) that will be issued by the Company. Lodgement and Listing This Replacement Prospectus is dated, and was lodged with ASIC on 3 November 2025 (Prospectus Date). This Replacement Prospectus replaces the Prospectus dated 27 October 2025 (Original Prospectus Date) which was lodged with the Australian Securities and Investments Commission (ASIC) on that date. This Replacement Prospectus is referred to as the “Prospectus” in this document. Sea Forest will apply to ASX Limited (ASX) within seven days of the Original Prospectus Date for admission of the Company to the official list of ASX (Official List) and for quotation of the Shares (Listing). Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. Expiry Date This Prospectus expires on the date that is 13 months after the Original Prospectus Date, being 27 November 2026 (Expiry Date). No Shares will be issued based on this Prospectus after the Expiry Date. Note to Applicants This Replacement Prospectus has been issued to provide: (a) summaries of the Financial Information in Section 1 without changing the Financial Information in Section 4; (b) details of funds allocated to working capital; (c) confirmation the Company is not involved in any litigation; (d) cross reference to the potential dilution that could result from the exercise of Options on issue; and (e) additional background regarding Mr Stephen Turner’s historical directorship at International Ferro Metals. The information in this Prospectus is not investment or financial product advice and does not take into account your investment objectives, financial situation or particular needs. It is important that you read this Prospectus carefully and in its entirety before deciding whether to invest in the Company. In particular, you should consider the risk factors that could affect the performance of Sea Forest. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant, tax adviser or other independent professional adviser before deciding whether to invest in the Company. Some of the key risk factors that should be considered by prospective investors are set out in Section 5 of this Prospectus. There may be risk factors in addition to these that should be considered, including in light of your personal circumstances. Except as required by law, and only to the extent required, no person named in this Prospectus, nor any other person, warrants or guarantees the performance of Sea Forest, or the repayment of capital by the Company, or any return on investment made pursuant to this Prospectus. No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus that is not contained in this Prospectus. Any information not so contained may not be relied upon as having been authorised by Sea Forest, Ord Minnett Limited (Ord Minnett) (Ord Minnett as the Lead Manager) or any other person in connection with the Offer. You should rely only on information contained in this Prospectus when deciding whether to invest in the Company. Ord Minnett has acted as Lead Manager to the Offer. To the maximum extent permitted by law, the Lead Manager and each of their respective affiliates, officers, employees and advisers expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this Prospectus other than references to their name and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Prospectus. Exposure Period The Corporations Act prohibits Sea Forest from processing Applications for Shares offered under this Prospectus in the seven-day period (which ASIC may extend to 14 days in total) after the Original Prospectus Date (Exposure Period). No priority will be given to Applications received during the Exposure Period. No cooling-off rights Cooling-off rights do not apply to an investment in Shares issued under this Prospectus. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted. Obtaining a copy of this Prospectus During the Offer Period, this Prospectus is available in electronic form (without an Application Form) at https://www.seaforest.com.au/investor-centre. The Offer constituted by this Prospectus in electronic form at https://www.seaforest.com.au/investor-centre is available only to persons within Australia. The Prospectus is not available to persons in other jurisdictions (including Important Notices Sea Forest Limited | Prospectus the United States) in which it may not be lawful to make such an invitation or offer. If you access the electronic version of this Prospectus, you should ensure that you download and read the Prospectus in its entirety. You may, before the Offer Period closes, obtain a paper copy of this Prospectus free of charge by calling the Automic investor services line on 1300 288 664 (if calling within Australia) or +61 2 9698 5414 (if calling from outside of Australia) between 8:30am and 7:00pm (Sydney time), Monday to Friday (excluding public holidays). Applications for Shares may only be made during the Offer Period on an Application Form attached to or accompanying this Prospectus. The Corporations Act prohibits any person from passing the Application Form to another person unless it is attached to a paper copy of the Prospectus or the complete and unaltered electronic version of the Prospectus. Refer to Section 7 of this Prospectus for further information. Financial Information presentation Section 4 of this Prospectus sets out the detail of the financial information (Financial Information) referred to in this Prospectus. The basis of preparation and presentation of the Financial Information in the Prospectus is set out in Section 4 of this Prospectus. The Financial Information is presented on both a statutory and pro forma basis (as described in Section 4 of this Prospectus) and has been prepared and presented in accordance with the recognition and measurement principles of the Australian Accounting Standards (AAS) (including the Australian Accounting Interpretations) issued by the Australian Accounting Standards Board, which are consistent with International Financial Reporting Standards (IFRS) and Interpretations issued by the International Accounting Standards Board (IASB). The Financial Information is presented in an abbreviated form insofar as it does not include all disclosures, statements and comparative information as required by AAS and other mandatory professional reporting requirements applicable to general-purpose financial reports prepared in accordance with the Corporations Act. The Financial Information should be read in conjunction with, and is qualified by reference to, the information contained in Sections 4 and 5 of this Prospectus. All financial amounts contained in this Prospectus are expressed in Australian dollars, unless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding. Statements of past performance This Prospectus includes information regarding the past performance of Sea Forest. Investors should be aware that past performance should not be relied upon as being indicative of future performance. Forward-looking statements The Prospectus contains forward-looking statements, which may be identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, ‘intends’, ‘targets’, ‘predicts’, ‘forecasts’, ‘guidance’, ‘plan’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, at the date of the Prospectus, 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 Sea Forest, its Board and Management of the Company. Sea Forest does not undertake to, and does not intend to, update or revise any forward-looking statements, or publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. Any forward-looking statements are subject to various risks that could cause Sea Forest’s actual results to differ materially from the results expressed or anticipated in these statements. Forward-looking statements should be read in conjunction with the risk factors set out in Section 5 of this Prospectus and other information in the Prospectus. Sea Forest, its Board, Management and the Lead Manager cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Industry and market data This Prospectus, including the Industry Overview in Section 2, contains data relating to the industry in which Sea Forest operates (Industry Data), and other information (including third party estimates and projections). Such information includes, but is not limited to, statements and data relating to product segment and market share, estimated historical or forecast market growth, market trends and estimated addressable markets and its industry position. Unless otherwise stated, this information has been prepared by Sea Forest using both publicly available data and its own internally generated data. Sea Forest’s internally generated data is based on estimates and assumptions that both the Board and Management believe to be reasonable, as at the Original Prospectus Date. The Industry Data has not been independently prepared or verified and none of Sea Forest or the Lead Manager can assure you as to its accuracy, or the accuracy of the underlying assumptions used to estimate such 1 Sea Forest Limited | Prospectus Important Notices continued Industry Data. Sea Forest’s estimates involve risks and uncertainties and are subject to change based on various factors, including those described in the risk factors set out in Section 5 of this Prospectus. In addition to the Industry Data, this Prospectus uses third party market data, estimates and projections. There is no assurance that any of the third party data, estimates or projections contained in this information will be achieved. Sea Forest has not independently verified this third party information. Third party estimates involve risks and uncertainties and are subject to change based on various factors, including those described in the risk factors set out in Section 5 of this Prospectus. Third party statements This Prospectus includes attributed statements from books, journals and comparable publications that are not specific to, and have no connection with the Company. The authors of these books, journals and comparable publications have not provided their consent for these statements to be included in this Prospectus, and the Company is relying upon ASIC Corporations (Consents to Statements) Instrument 2016/72 for the inclusion of these statements in this Prospectus without such consent having been obtained. No offering where offering would be illegal The Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia. The distribution of the Prospectus outside Australia (including electronically) may be restricted by law and persons who come into possession of the Prospectus outside Australia should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. For details of selling restrictions that apply to the Shares in certain jurisdictions outside of Australia, please refer to Section 9.11 of this Prospectus. This Prospectus may not be distributed to, or relied upon by, persons in the United States. In particular, the Shares have not been, and will not be, registered under the US Securities Act of 1993 (as amended) (US Securities Act) or any US state securities laws and may not be offered, sold, pledged or transferred, directly or indirectly, in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. Defined terms and time Defined terms and abbreviations used in this Prospectus have the meanings defined in the Glossary or are defined in the context in which they appear. Unless otherwise stated or implied, references to times in this Prospectus are to time in Sydney, New South Wales. Privacy By filling out the Application Form to apply for Shares, you are providing personal information to Sea Forest through the Share Registry, which is contracted to manage Applications. Sea Forest, and the Share Registry on its behalf, may collect, hold and use that personal information in order to process your Application, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration. Some of this personal information is collected as required or authorised by certain laws including the Income Tax Assessment Act 1997 (Cth) and the Corporations Act. If you do not provide the information requested in the Application Form, Sea Forest and the Share Registry may not be able to process or accept your Application. Your personal information may also be used from time to time to inform you about other products and services offered by Sea Forest, which it considers may be of interest to you. Your personal information may also be provided to Sea Forest’s members, agents and service providers on the basis that they deal with such information in accordance with Sea Forest’s privacy policy and applicable laws. The members, agents and service providers of Sea Forest may be located outside Australia where your personal information may not receive the same level of protection as that afforded under Australian law. The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared are: • the Share Registry for ongoing administration of the register of members; • printers and other companies for the purpose of preparation and distribution of statements and for handling mail; • market research companies for the purpose of analysing the Shareholder base and for product development and planning; and • legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising on, the Shares and for associated actions. If an Applicant becomes a Shareholder, the Corporations Act requires Sea Forest to include information about the Shareholder (including name, address and details of the Shares held) in its public register of members. If you do not provide all the information requested, your Application may not be able to be processed. The information contained in Sea Forest’s register of members must remain there even if that person ceases to be a Shareholder. Information contained in Sea Forest’s 2 Sea Forest Limited | Prospectus register of members is also used to facilitate dividend payments and corporate communications (including Sea Forest’s financial results, annual reports and other information that Sea Forest may wish to communicate to its Shareholders), and compliance by Sea Forest with legal and regulatory requirements. An Applicant has a right to gain access to the information that Sea Forest and the Share Registry hold about that person, subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing or by telephone call to Sea Forest’s registered office or the Share Registry’s office, details of which are disclosed in the Corporate Directory on the inside back cover of this Prospectus. Applicants can obtain a copy of Sea Forest privacy policy by visiting Sea Forest’s website (https://www.seaforest.com.au/privacy-policy). Photographs and diagrams Photographs used in the Prospectus that do not have descriptions are for illustration purposes only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents, or that the assets shown in them are owned by Sea Forest. Diagrams used in the Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the Original Prospectus Date. Company website Sea Forest maintains a website at https://www.seaforest.com.au. Any references to documents included on Sea Forest’s website are for convenience only, and information contained in or otherwise accessible through this or a related website is not incorporated into this Prospectus. Applications Applications may be made only during the Offer Period on the Priority Offer Application Form and Broker Firm Offer Application Form (referred to as an Application Form). Applicants under the Broker firm Offer should contact their Broker to request a Prospectus and Broker Firm Offer Application Form. Applicants under the Priority Offer will receive a personalised invitation. By making an Application, you represent and warrant that you were given access to the Prospectus, together with an Application Form. The Corporations Act prohibits any person from passing to another person an Application Form unless it is attached to, or accompanied by, the complete and unaltered version of this Prospectus. Disclaimer Except as required by law, and only to the extent so required, none of Sea Forest, its Board, Management, the Lead Manager or any other person warrants or guarantees the future performance of Sea Forest, or any return on any investment made pursuant to this Prospectus. Sea Forest, the Share Registry and the Lead Manager disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving a holding statement, even if such person received confirmation of allocation from the Automic investor services line or confirmed their firm allocation through a Broker. Ord Minnett has acted as Lead Manager to the Offer and have not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Prospectus and there is no statement in this Prospectus that is based on any statement made by the Lead Manager or by any of their affiliates, officers or employees. To the maximum extent permitted by law, the Lead Manager and each of their affiliates, officers, employees and advisers expressly disclaim all liabilities in respect of, make no representations regarding and take no responsibility for, any part of this Prospectus other than references to their respective names, and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Prospectus. Questions If you have any questions about how to apply for Shares, please call the Automic investor services line on 1300 288 664 (if calling within Australia) or +61 2 9698 5414 (if calling from outside of Australia) between 8:30am and 7:00pm (Sydney time), Monday to Friday (excluding public holidays). Instructions on how to apply for Shares are set out in Section 7 of this Prospectus and on the Application Form. If you have any questions about whether to invest in the Company, you should seek professional advice from your accountant, financial adviser, stockbroker, lawyer, or other professional adviser. This Prospectus is important and should be read in its entirety. 3 Sea Forest Limited | Prospectus SEA FOREST is an early mover in the science of seaweed production technologies in Australia underpinned by proprietary intellectual property replicating the bio-actives in seaweed and a world-class research team. 4 Sea Forest Limited | Prospectus Contents Important Notices���������������������������������������������������������������������������������������������������������������������������������������������� IFC Key Offer Information�������������������������������������������������������������������������������������������������������������������������������������������� 6 Chair’s Letter�������������������������������������������������������������������������������������������������������������������������������������������������������� 8 Letter from the CEO and Co‑Founder������������������������������������������������������������������������������������������������������������������ 11 1. Investment Overview������������������������������������������������������������������������������������������������������������������������������������� 12 2. Industry Overview����������������������������������������������������������������������������������������������������������������������������������������� 31 3. Company Overview�������������������������������������������������������������������������������������������������������������������������������������� 38 4. Financial Information������������������������������������������������������������������������������������������������������������������������������������ 64 5. Risk Factors������������������������������������������������������������������������������������������������������������������������������������������������� 73 6. Key People, Interests and Benefits���������������������������������������������������������������������������������������������������������������� 83 7. Details of the Offer���������������������������������������������������������������������������������������������������������������������������������������� 98 8. Investigating Accountant’s Report���������������������������������������������������������������������������������������������������������������� 113 9. Additional Information����������������������������������������������������������������������������������������������������������������������������������� 121 10. Taxation������������������������������������������������������������������������������������������������������������������������������������������������������ 133 11. Authorisations��������������������������������������������������������������������������������������������������������������������������������������������� 137 Appendix A. Significant Accounting Policies������������������������������������������������������������������������������������������������������ 139 Appendix B. Glossary��������������������������������������������������������������������������������������������������������������������������������������� 147 Appendix C. Peer Reviewed Studies������������������������������������������������������������������������������������������������������������������ 154 Corporate Directory������������������������������������������������������������������������������������������������������������������������������������������� IBC Sea Forest Limited | Prospectus 5 Key Offer Information TIMETABLE IMPORTANT DATES Prospectus Date Monday, 3 November 2025 Broker Firm Offer and Priority Offer opens Tuesday, 4 November 2025 Broker Firm Offer and Priority Offer closes Friday, 14 November 2025 Settlement of the Offer Thursday, 20 November 2025 Completion and issue of Shares (Allotment Date) Friday, 21 November 2025 Expected Dispatch of Holding Statements Monday, 24 November 2025 Expected quotation of IPO shares and commencement of trading on ASX Wednesday, 26 November 2025 DATES MAY CHANGE The above dates are indicative only and may change without notice. Unless otherwise indicated, all times and dates are stated in Sydney time. Sea Forest, in consultation with the Lead Manager, reserves the right to vary any and all of the above dates and times of the Offer without notice, including, subject to the ASX Listing Rules and the Corporations Act, to extend the Offer, close the Offer early or to accept late Applications, either generally or in particular cases, or to cancel or withdraw the Offer before Completion, in each case without notifying any recipient of this Prospectus or any Applicant. If the Offer is cancelled or withdrawn before the allocation of Shares, then all Application Monies will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to submit their Applications as soon as possible after the Offer opens. HOW TO INVEST Unless otherwise indicated, Applications for Shares can only be made by completing and lodging an Application Form. Instructions on how to apply for Shares are set out in Section 7 and on the back of the Application Form. QUESTIONS Please call the Automic investor services line on 1300 288 664 (if calling within Australia) or +61 2 9698 5414 (if calling from outside of Australia) between 8:30am and 7:00pm (Sydney time), Monday to Friday (excluding public holidays). If you are unclear in relation to any matter or are uncertain as to whether Sea Forest is a suitable investment for you, you should seek advice from your stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in Sea Forest. 6 Sea Forest Limited | Prospectus KEY OFFER STATISTICS Company Sea Forest Limited Proposed ASX Code SEA Offer Price $2.00 Total proceeds to be raised under the Offer $20.5 million Total number of New Shares to be issued under the Offer 10.3 million Total Existing Shares held by Existing Shareholders at Completion of the Offer1 45.8 million Total number of Shares on issue at Completion of the Offer 56.1 million Total number of Options on issue at Completion of the Offer 3.7 million Market capitalisation at Completion of the Offer2 $112.1 million Enterprise value at Completion of the Offer3 $80.7 million Pro forma historical net cash as at 30 June 2025 $31.4 million Notes: 1. This excludes any Shares acquired by Existing Shareholders under the Offer. 2. Indicative market capitalisation is calculated as the Offer Price multiplied by the total number of Shares on issue at Completion. 3. Enterprise value calculated as the sum of market capitalisation of the Company at the Offer Price and the net debt contained in the Pro forma Historical Statement of Financial Position (see Section 4 for further details). 7 Sea Forest Limited | Prospectus Chair’s Letter Dear Investor, On behalf of the Board of Directors of Sea Forest Limited (Sea Forest), I am pleased to offer you the opportunity to become a shareholder in Sea Forest. Join us as we look to list on the ASX and embark on the next phase of our growth journey. Founded in Tasmania in 2018 (and the Company incorporated in 2019), Sea Forest is one of the first companies to achieve success in the commercial cultivation and application of the native Australian seaweed Asparagopsis. Our operations span manufacturing and distribution, with world class research facilities, land‑based cultivation infrastructure in Triabunna and Swansea, and 1,800‑hectares of marine leases in Tasmania. These have enabled extensive research and development that have led us to where we are today. From first understanding the seaweed’s life cycle and determining how to commercially farm it, to extracting and stabilising its bioactive components to create a stable uniform manufactured product, Sea Forest has been able to replicate its active ingredients at scale. Through this significant investment in research and development, we have created SeaFeed™ – an innovative livestock feed additive that has been scientifically proven to significantly reduce methane emissions from ruminant animals, while also delivering measurable productivity gains and sustainability benefits across the livestock sector. The agricultural industry is undergoing transformation, driven by the shift to decarbonise supply chains and meet the growing demand for sustainable food production. Sea Forest’s technology addresses these challenges directly, enabling farmers and supply chain partners to reduce Scope 3 emissions (being indirect greenhouse gas emissions), access premium markets for low‑emission products and contribute to global climate goals. SeaFeed™ not only reduces methane emissions by up to 80%,1 but, importantly, also improves agricultural economics. Recent large‑scale commercial trials have demonstrated feed conversion efficiency improvements and increases in saleable meat yield. These productivity gains translate directly into improved profitability for producers, as more weight is gained from less feed without compromising meat quality or animal health. Sea Forest’s achievements are underpinned by robust scientific validation, existing industry partnerships and commercial supply agreements with large agr