Announcement PDF _____________________________________________________________________________________________________________________________ Principal and Registered Office Suite 9 / 11 Ventnor Avenue West Perth, Western Australia 6005 | Postal PO Box 437 West Perth, Western Australia 6872 Contact admin@castleminerals.com | www.castleminerals.com | Telephone +61 8 9322 7018 Dear Fellow Shareholder, NOTICE OF 2025 ANNUAL GENERAL MEETING AND PROXY FORM Castle Minerals Limited (ASX: CDT) (“Castle” or the “Company”) is convening its Annual General Meeting of Shareholders to be held as a hybrid meeting on Thursday, 27 November 2025 at 1.30pm (AWST) (“AGM”), which means shareholders may attend the AGM: a) in person at the offices of BDO located at Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth WA 6000; or b) through the online platform that allows you to watch and participate in the AGM in real time on your computer or at home. If you have elected to receive notices by email, the Company’s share registry will email you a link to view the 2025 AGM Notice, as well as provide instructions on how to vote. If you have not elected to receive notices from the Company by email, a copy of this letter and personalised proxy form will be posted to you. The notice can be viewed at www.castleminerals.com/announcements. We strongly encourage Shareholders who receive communications by post to update their settings to receive all communication in real time by email. You can do this by logging into https://investor.automic.com.au or going to www.castleminerals.com for detailed instructions. VENUE AND VOTING INFORMATION: The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic. Shareholders that have an existing account with Automic will be able to watch, listen and vote online. Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “register” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic. To access the virtual meeting on the day: 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting. 3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on the left-hand menu bar to join the meeting. 4. Click on “Join Meeting” and follow the prompts on screen to register and vote. Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting. We encourage Shareholders to participate in the AGM and engage with the Board by: 1) lodging a directed proxy vote in advance of the meeting by following the instructions on the proxy form. Proxy forms for the meeting should be lodged before 1.30pm (AWST) on Tuesday 25 November 2025; 2) lodging questions in advance of the AGM by emailing questions to the Company Secretary at styants@castleminerals.com by 5.00pm (AWST) on Monday 24 November 2025; and 3) registering your attendance at the AGM with the Company Secretary at styants@castleminerals.com by 5.00pm (AWST) Monday 24 November 2025. Please include details of your holder name, address, HIN or SRN for planning purposes. The 2025 AGM Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, please consult your professional adviser. If you have any difficulties obtaining a copy of the 2025 AGM Notice or proxy form please contact the Company’s share registry, Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (international) between 8:30 am and 5:00pm (AEST time) Monday to Friday. Yours sincerely Steven Zaninovich Chairman 24 October 2025 2025 Notice of Annual General Meeting Notice is hereby given that Castle Minerals Limited will hold its Annual General Meeting (Meeting) of Shareholders at 1.30pm (AWST) on Thursday, 27 November 2025 as a hybrid meeting for the purpose of transacting the business set out in this Notice. Shareholders are invited to attend the Meeting: In person at: BDO located at Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth WA 6000 Online at: investor.automic.com.au. The business of the Meeting affects your shareholding and your vote is important. This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (AWST) on Tuesday, 25 November 2025. Page 4 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of Castle Minerals Limited (the “Company”) will be held at 1.30pm (AWST) on Thursday, 27 November 2025 at the offices of BDO located at Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth WA 6000. ITEMS OF BUSINESS ANNUAL REPORT To receive and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2025, which includes the Financial Report, the Directors' Report and the Auditor's Report. Please note: Except as set out in Resolution 1 (Adoption of Remuneration Report) there is no requirement for Shareholders to vote on a resolution or adopt these reports. Accordingly, no resolution will be put to Shareholders on this item of business. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass the following as a non-binding ordinary resolution: “That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2025.” Please note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion In accordance with section 250R of the Corporations Act, a vote in favour of this Resolution 1 must not be cast (in any capacity) (and the Company will disregard any such vote) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the remuneration report, or a Closely Related Party of such a member. However, a voter described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: a) the voter is appointed as a proxy in writing and the proxy form specifies how the proxy is to vote on this Resolution; or b) the voter is the Chair appointed as a proxy and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to exercise the proxy on this Resolution even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Page 5 RESOLUTION 2: ELECTION OF DIRECTOR – STEVEN ZANINOVICH To consider and, if thought fit, to pass the following as an ordinary resolution: "That, for the purpose of clause 11.12 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Steven Zaninovich, a Director who was appointed on 13 October 2025, retires, and being eligible, is elected as a Director." RESOLUTION 3: ELECTION OF DIRECTOR – MOHAMED NIARE To consider and, if thought fit, to pass the following as an ordinary resolution: "That, for the purpose of clause 11.12 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Mohamed Niare, a Director who was appointed on 13 October 2025, retires, and being eligible, is elected as a Director." RESOLUTION 4: RE-ELECTION OF DIRECTOR – MATTHEW HORGAN To consider and, if thought fit, to pass the following as an ordinary resolution: "That, for the purpose of clause 11.3 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Matthew Horgan, a Director, retires, and being eligible, is re-elected as a Director." RESOLUTION 5: APPROVAL OF 10% PLACEMENT CAPACITY To consider, and if thought fit, to pass the following as a special resolution: “That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the Shares on issue in the Company, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion The Company will disregard any votes cast in favour of this resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any associates of that person or those persons. However, this does not apply to a vote cast in favour of the resolution by: a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or Page 6 c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way. RESOLUTION 6: AMENDMENT TO CONSTITUTION AND RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS To consider and, if thought fit, to pass the following as a special resolution: “That, for the purposes of section 136(2) and 648G of the Corporations Act and for all other purposes, approval is given to the Company to amend its Constitution in accordance with the proposed changes set out in the Explanatory Statement and by re-inserting the proportional takeover provisions contained in Part 26 of the Company’s Constitution (and produced in Annexure A) for a period of three years with effect from the date of this Meeting.” Dated: 24 October 2025 By order of the Board Jade Styants Company Secretary Page 7 PROXY AND VOTING INSTRUCTIONS Proxies Voting on all proposed Resolutions at the Meeting will be conducted by poll. A Shareholder entitled to attend and vote at the Meeting may appoint one or two proxies to attend and vote on their behalf. A Shareholder can direct its proxy to vote for or against, or to abstain from voting on, each Resolution by marking the appropriate box in the voting directions section of the proxy form. If a proxy is not directed on how to vote on an item of business, the proxy may vote or abstain from voting on that Resolution as they think fit. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes, each proxy may exercise one-half of the votes (disregarding fractions) If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder’s behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority. Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the Resolution, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the Resolutions proposed in this Notice of Annual General Meeting. The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act 2001. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation. Details on how to lodge your proxy are set out on the proxy form. Proxy forms should be returned to the Company’s share registry in accordance with the instructions on the proxy form by 1.30pm (AWST) on Tuesday, 25 November 2025. Corporate Representatives Any corporation that is a Shareholder of the Company may authorise (by a form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chairman) a natural person to act as its representative at any general meeting. Voting Entitlement The Company has determined that for the purposes of the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 4:00pm (AWST) on Tuesday, 25 November 2025. Accordingly, transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. Chair's voting intentions The Chair of the meeting intends to vote undirected proxies in favour of each Resolution. However, in exceptional circumstances, the Chair of the Meeting may change his voting intention, in which case an ASX announcement will be made. Page 8 Voting virtually at the Meeting Shareholders who wish to vote virtually on the day of the AGM can do so by logging into the Automic shareholder portal. 1. Open your internet browser and go to investor.automic.com.au 2. Login using your username and password. If you do not already have an account, click “Register” and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform. 3. After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click “Register”. Alternatively, select Meetings from the left-hand menu. 4. Click on “Join Meeting” and follow the prompts. 5. When the Chair of the Meeting declares the poll open, select the “Voting” dropdown menu on the right-hand side of your screen. 6. Select either the “Full” or “Allocate” option to access your electronic voting card. 7. Follow the prompts to record your voting direction for each resolution and click “Submit votes”. For allocated votes, the number of votes submitted must not exceed your remaining available units. Important: Votes cannot be amended once submitted. For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/. It is recommended that Shareholders wishing to attend the Meeting log in from 15 to 30 minutes prior to the scheduled start time. Page 9 EXPLANATORY STATEMENT ANNUAL REPORT In accordance with section 317 of the Corporations Act 2001 (Cth), the Annual Report which includes the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2025 will be tabled at the Meeting. There is no requirement for Shareholders to approve the Annual Report. Shareholders will be offered the following opportunities to: (a) discuss the Annual Report; (b) ask questions or make comment on the business and management of the Company; and (c) ask the auditor questions about the conduct of the audit, preparation and content of the Auditor's Report and the independence of the auditor in relation to the conduct of the audit. Written questions to the Chair about the management of the Company, or to the Company's auditor about: (a) the preparation and the content of the Auditor's Report; (b) the conduct of the audit; (c) accounting policies by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted in advance of the AGM by emailing any questions to the Company Secretary at styants@castleminerals.com by 5.00pm (AWST) on Monday, 24 November 2025, to be answered at the Meeting. RESOLUTION 1: REMUNERATION REPORT General Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report (pages 12 – 16 of the 2025 Annual Report) which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors or the Company. However, the Directors will take into account Shareholders views on this Resolution when planning the Company's remuneration policies going forward. The remuneration levels for Directors and executives are competitively set to attract and retain appropriate Directors and key management personnel. The Chair will allow a reasonable opportunity for Shareholders to ask about or make comments on the 2025 Annual Report. The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Page 10 Resolution 1, as expressly noted in the proxy form you will have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention. The Directors recommend that Shareholders vote in favour of Resolution 1. Voting Consequences A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (“Spill Meeting Resolution”) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Meeting Resolution was not put to vote. If required, the Spill Meeting Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Meeting Resolution, the company must convene a shareholder meeting (“Spill Meeting”) within 90 days of the second annual general meeting. All of the directors of the Company who were in office when the directors' report (as included in the Company’s annual financial report for the most recent financial year) was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the Company is approved will be the directors of the Company. RESOLUTION 2: ELECTION OF DIRECTOR – STEVEN ZANINOVICH Mr Steven Zaninovich has been a non-executive Chairman of the Company since 13 October 2025 and is a qualified engineer and mining executive who has over 25 years in mining project development and operations across West Africa and extensive expertise in gold, base metals and lithium. Mr Zaninovich brings valuable skills and regional knowledge to advance the Côte d’Ivoire gold projects and Castle’s flagship gold projects in Ghana. Current and previous (last three years) ASX listed directorships: Mr Zaninovich is currently Director of Operations for Kodal Minerals plc (AIM:KOD) where he is responsible for the delivery of the Baudouin Lithium Project. He is also a Non-Executive Director of Aurum Resources (ASX:AUE) and of Bellavista Resources (ASX:BVR). Mr Zaninovich was previously Project Director for Lycopodium Minerals Pty Ltd at the Akyem Gold Project in Ghana and served as Chief Operating Officer with Gryphon Minerals Limited before assuming the role of Vice President of Major Projects and becoming part of the Executive Management Team at Teranga Gold Corporation Limited following its acquisition of Gryphon Minerals Limited. Mr Zaninovich was also previously a Non-Executive Director with Maximus Resources Limited, Mako Gold Limited (before it was acquired by Aurum Resources) and Canyon Resources Limited. Appointment The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to clause 11.12 of the Constitution and Listing Rule 14.4, any Director so appointed holds office only Page 11 until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Mr Zaninovich, having been appointed by other Directors on 13 October 2025 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. The Company conducted appropriate checks on the background and experience of Mr Zaninovich before his appointment to the Board. These checks were conducted to verify his experience, educational qualifications and character. Mr Zaninovich has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company. Mr Zaninovich has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party. Technical information required by ASX Listing Rule 14.1A If Resolution 2 is passed, Mr Zaninovich will be elected as a Director. If Resolution 2 is not passed, Mr Zaninovich will resign as a Director at the end of the Meeting. The Directors will then need to appoint another person to fill the casual vacancy left by Mr Zaninovich 's resignation to ensure that the Company has the minimum number of Directors required under the Corporations Act. The Directors, other than Mr Zaninovich, unanimously recommend that Shareholders vote in favour of Resolution 2. RESOLUTION 3: ELECTION OF DIRECTOR – MOHAMED NIARE Mr Mohamed Niare has been a non-executive Director of the Company since 13 October 2025 and is highly regarded in the West African mining sector. He is a Malian national with over 25 years of experience in the mining industries of Mali and Côte d’Ivoire and has held senior administrative and management roles with several notable West African mining companies including Randgold, Newmont, Resolute and more recently African Gold (ASX: A1G) and Many Peaks (ASX: MPK). Mr Niare has extensive regional knowledge and experience which has been instrumental in the development and operational progress of a number of the projects he has been associated with. He is presently Country Manager for Kodal Minerals in Mali and Cote d’Ivoire. Current and previous (last three years) ASX listed directorships: Mr Niare has not held any other public company directorships in the last three years. Current Offices: Mali Country Manager with Kodal Minerals plc (AIM:KOD). Appointment The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to clause 11.12 of the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not Page 12 be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Mr Niare, having been appointed by other Directors on 13 October 2025 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. The Company conducted appropriate checks on the background and experience of Mr Niare before his appointment to the Board. These checks were conducted to verify his experience and character. Mr Niare has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company. Mr Niare has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party. Technical information required by ASX Listing Rule 14.1A If Resolution 3 is passed, Mr Niare will be elected as a Director. If Resolution 3 is not passed, Mr Niare will resign as a Director at the end of the Meeting. The Directors will then need to appoint another person to fill the casual vacancy left by Mr Niare's resignation to ensure that the Company has the minimum number of Directors required under the Corporations Act. The Directors, other than Mr Niare, recommend that Shareholders vote in favour of Resolution 3. RESOLUTION 4: RE-ELECTION OF DIRCETOR – MATTHEW HORGAN Mr Matthew Horgan has been a Non-Executive Director of the Company since 21 July 2024. Mr Horgan is a high-performing mining executive who has worked across a variety of functional areas including technical (chemical engineering), marketing, commercial, investor relations, project development, and corporate development/M&A. In particular, he has recent and direct experience in the technical and commercial project development of African domiciled mineral assets. Currently Vice President of Corporate Development for Bannerman Energy Limited, Mr Horgan previously held the role of Head of Corporate Development and Investor Relations at ASX-listed Tanzanian rare earths developer, Peak Rare Earths (ASX:PEK) and Senior Associate at leading boutique investment bank, Azure Capital. Matt’s early career spanned approximately 10 years with global aluminium major, Alcoa (NYSE:AA). There he held various roles including Manager, Global Corporate Development and Business Development and Commercial and Marketing Specialist. Matt holds a Bachelor of Chemical Engineering (First Class Honours) from Canterbury University and a Master of Business Administration from the University of Western Australia. He is also a Graduate of the Australian Institute of Company Directors. Current and previous (last three years) ASX listed directorships: Mr Horgan has not held any other public company directorships in the last three years. Current Offices: Vice President of Corporate Development for Bannerman Energy Limited Page 13 Listing Rule 14.4 and clause 11.3 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third, shall retire from office, provided always that no Director (except a managing director or executive director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election. The Company currently has three Directors, and accordingly one director (the longest serving) must retire. Mr Horgan retires by rotation and seeks re-election. Technical information required by ASX Listing Rule 14.1A If Resolution 4 is passed, Mr Horgan will be re-elected as a Director. If Resolution 4 is not passed, Mr Horgan will resign as a Direct