Proposed issue of securities - CDT
Released
Released
Announcement PDF
Appendix 3B - Proposed issue of securities
Announcement Summary
Entity name
CASTLE MINERALS LIMITED
Announcement Type
New announcement
Date of this announcement
3/3/2025
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
Maximum Number of
+securities to be issued
ASX +security code
+Security description
New class-code to be
confirmed
OPTIONS EXPIRING 31-MAY-2028 EX $0.12
25,875,000
New class-code to be
confirmed
OPTIONS EXPIRING 31-MAY-2028 EX $0.12
10,233,333
CDT
ORDINARY FULLY PAID
51,750,000
Proposed +issue date
15/4/2025
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 1 - Entity and announcement details
1.1 Name of +Entity
CASTLE MINERALS LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
Registration Number
ABN
83116095802
1.3 ASX issuer code
CDT
1.4 The announcement is
New announcement
1.5 Date of this announcement
3/3/2025
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
Yes
7A.1a Conditions
Approval/Condition
Date for determination
+Security holder approval
8/4/2025
Is the date estimated or
actual?
** Approval
received/condition met?
Estimated
Comments
Approval/Condition
Date for determination
Other (please specify in
comment section)
14/4/2025
Is the date estimated or
actual?
** Approval
received/condition met?
Estimated
Comments
The placement is conditional on completion of the consolidation and shareholder approval (please refer to the
announcement and Appendix 3A.3 dated 3 March 2025).
PLEASE NOTE THIS APPENDIX 3B IS PRESENTED ON A POST-CONSOLIDATION BASIS.
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Existing class
Will the proposed issue of this
+security include an offer of
attaching +securities?
Yes
Details of +securities proposed to be issued
ASX +security code and description
CDT : ORDINARY FULLY PAID
Number of +securities proposed to be issued
51,750,000
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
consideration?
Yes
In what currency is the cash
consideration being paid?
What is the issue price per
+security?
AUD - Australian Dollar
AUD 0.06000
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Attaching +Security
Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX)
or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?
New class
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and
+securities on ASX?
No
equitable under listing rule 6.1?
No
ASX +security code
+Security description
New class-code to be confirmed
OPTIONS EXPIRING 31-MAY-2028 EX $0.12
+Security type
Options
Number of +securities proposed to be issued
25,875,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
n/a
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
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Appendix 3B - Proposed issue of securities
Options details
+Security currency
AUD - Australian Dollar
Exercise price
Expiry date
AUD 0.1200
31/5/2028
Details of the type of +security that will be issued if the option is exercised
CDT : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 fully paid ordinary share will be issued for every 1 option exercised.
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
New class
Will the proposed issue of this
+security include an offer of
attaching +securities?
No
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from
ASX that the terms of the proposed
+securities are appropriate and
equitable under listing rule 6.1?
No
Will the entity be seeking quotation
of the 'new' class of +securities on
ASX?
No
ASX +security code
+Security description
New class-code to be confirmed
OPTIONS EXPIRING 31-MAY-2028 EX $0.12
+Security type
Options
Number of +securities proposed to be issued
10,233,333
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
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Appendix 3B - Proposed issue of securities
Please describe the consideration being provided for the +securities
The options form part of the fees payable to the Sole Lead Manager for the placement.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency
Exercise price
Expiry date
AUD - Australian Dollar
AUD 0.1200
31/5/2028
Details of the type of +security that will be issued if the option is exercised
CDT : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 fully paid ordinary share will be issued for every 1 option exercised.
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Part 7C - Timetable
7C.1 Proposed +issue date
15/4/2025
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
Yes
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
8/4/2025
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
Yes
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No
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Appendix 3B - Proposed issue of securities
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
Yes
7E.1a Who is the lead manager/broker?
Euroz Hartleys Limited
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
The Sole Lead Manager will receive a 6% fee for monies raised from the issue of New Shares under the Placement and
10,233,333 options to be issued on the same terms as the Options issued under the Placement. The Company will also
retain the services of the Sole Lead Manager for a period of up to 12 months from completion of the Placement at a cost
of $6,000 per month.
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Legal fees, share registry fees, ASX/ASIC fees, printing fees.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
The Placement proceeds will be applied to a follow-up RC drill program at Kpali & Kandia Gold Projects as well as test
several other high conviction prospects on the Wa Gold Project, in northern Ghana, and working capital.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
Please refer to separate announcement.
The Company will comply with secondary sale provisions for shares issued under the Placement by virtue of a cleansing
notice.
All options pursuant to the Placement will be issued under a disclosure document.
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
Appendix 3B - Proposed issue of securities
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