(a)

a registration statement on Form F-3 (File No. 333-284369) initially filed on January 21, 2025 and Post-Effective Amendment No. 1 on Form S-3 thereto filed with the Commission on August 28, 2025 (as so amended, the Registration Statement) under the Securities Act 1993 (U.S.), as amended from time to time (Securities Act), including the prospectus contained therein (Base Prospectus), registering certain securities, including:

(i)

ordinary shares of the Company, with no par value;

(ii)

debt securities of the Company;

(iii)

warrants of the Company;

(iv)

purchase contracts;

(v)

units; and

(vi)

subscription rights; and

(b)

a prospectus supplement relating to the registration of securities (to be issued from time to time by the Company), filed with the Commission and dated the date hereof (the Prospectus Supplement) relating to the offer and sale of Shares, with an aggregate offering price of up to US$5,000,000,000 pursuant to the Sales Agreement (as defined below) (the Shares).

2	Definitions

(a)

ASIC means the Australian Securities and Investments Commission.

(b)

Constitution means the Amended and Restated Constitution of the Company adopted on 20 November 2025 (19 November 2025 ET) and in force as at the date of this Opinion.

(c)

Corporations Act means the Corporations Act 2001 (Cth).

(d)

Document means a document listed in paragraphs 3(a) to 3f) below.

(e)

Governing Jurisdiction means the State of New York, United States of America.

(f)

laws of a Relevant Jurisdiction means the common law, principles of equity and laws constituted by legislation that is available to the public generally, in force in the Relevant Jurisdictions.

(g)

Relevant Jurisdiction means New South Wales or the federal jurisdiction of the Commonwealth of Australia.

(h)

Sales Agreement means the amended and restated at-the-market-issuance sales agreement between the Company, B. Riley Securities, Inc., Canaccord Genuity LLC, Cantor Fitzgerald & Co. Citigroup Global Markets, Inc, Compass Point Research & Trading, LLC, J.P. Morgan Securities LLC, Macquarie Capital (USA) Inc. and Roth Capital Partners, LLC  dated 28 August 2025, as amended by the joinders thereto by and between the Company, Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC and Jefferies LLC.

3

Documents

(a)

the Constitution;

(b)

the Sales Agreement;

(c)

the Registration Statement;

(d)

Base Prospectus;

(e)

Prospectus Supplement; and

(f)

a certificate of the secretary of the Company, with the attachments referred to therein, including certified copies of circulating resolutions passed by the board of directors of the Company.

4

Scope

5

Searches

(a)

An extract of the public records of the Company produced by ASIC on 4 March 2026 at 4:09pm Sydney, Australia time.

(b)

A search of the insolvency notices website maintained by ASIC in respect of the Company on 4 March 2026 at 4:09pm Sydney, Australia time.

6

Opinion

(a)

The Shares have been authorised and if and once:

(i)

duly registered on the books of the transfer agent and registrar therefor in the name of Cede & Co.; and

(ii)

fully paid and issued in accordance with the terms of the Constitution,

7

Benefit

(a)

All dates, signatures, seals and duty markings are authentic.

(b)

If we have reviewed a copy of a document, it is a correct and complete copy of the original.

(c)

If we have reviewed only a draft of a document, it has been or will be executed in the form of that draft.

(d)

All statements made in the Documents as to factual matters are correct.

(e)

None of the Documents have been amended, released or terminated.

(f)

Each person who executed any Document on behalf of the Company held the position they purported to hold.

(g)

The Sales Agreement:

(i)

has been or will be validly authorised and entered into by each party to it, and is binding on each such party under all applicable laws (other than the laws of the Relevant Jurisdictions, but only to the extent opined herein); and

(ii)

is binding on the Company under all applicable laws (other than the laws of the Relevant Jurisdictions, but only to the extent opined herein).

(h)

All acts, conditions or things required to be fulfilled, performed or effected in connection with the Sales Agreement under the laws of any jurisdiction (other than the Relevant Jurisdictions but only to the extent opined herein) have been duly fulfilled, performed and effected.

(i)

If the Sales Agreement is to be performed in a jurisdiction other than a Relevant Jurisdiction, its performance will not be illegal under the laws of that jurisdiction.

(j)

The Sales Agreement constitutes or will on execution constitute binding obligations of the Company under the laws of the Governing Jurisdiction enforceable in competent courts of that jurisdiction.

(k)

Formalities for execution required by the law of the place of execution (other than a Relevant Jurisdiction) of the Sales Agreement have been or will be complied with.

(l)

All parties to the Sales Agreement will comply with their obligations under the Sales Agreement.

(m)

There are no provisions of the laws of any jurisdiction other than Australia that would adversely affect the opinions expressed in this Opinion.

(n)

Once taken, board resolutions passed by the Company, including powers granted therein, shall not be amended or rescinded and shall remain in full force and effect.

(o)

The Shares have been issued in accordance with the Sales Agreement, Constitution and board resolutions to be passed by the Company.

(p)

The transfer agent and registrar maintains the share register of members for the Company.