Announcement PDF Dear Shareholder, NOTICE OF GENERAL MEETING OF SHAREHOLDERS Castle Minerals Limited (ASX: CDT) (“Castle” or the “Company”) is convening a General Meeting of Shareholders to be held on Tuesday, 8 April 2025 at 10.00am (AWST) (“2025 GM”) at the offices of K&L Gates located on Level 32, 44 St Georges Terrace Perth WA 6000. If you have elected to receive notices by email, the Company’s share registry will email you with a link to view the General Meeting Notice, as well as provide instructions on how to vote, otherwise a copy of this letter and personalised proxy form will be posted to you. The notice can be viewed at www.castleminerals.com/announcements. You may vote by attending the 2025 GM in person, by proxy or by appointing an authorised representative. We encourage Shareholders to participate in the 2025 GM 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 must be lodged before 10.00am (AWST) on Sunday, 6 April 2025; and (2) registering your attendance and lodging any questions in advance of the 2025 GM by emailing the Company Secretary at styants@castleminerals.com by 5.00pm (AWST) on Friday, 4 April 2025. Please include details of your holder name, address, HIN or SRN for planning purposes. The Notice of General Meeting 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 Notice of General Meeting or proxy form please contact the Company’s share registry, Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (international) between 8:30am and 5:00pm (AEST time) Monday to Friday. Yours sincerely Jade Styants Company Secretary 7 March 2025 _____________________________________________________________________________________________________________________________ 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 93227018 Board: Executive Chairman, Stephen Stone | Non-Executive Directors, James Guy. Matthew Horgan | Company Secretary, Jade Styants ASX Code CDT | ACN 116 095 802 Notice of General Meeting and Explanatory Statement General Meeting to be held at the offices of K&L Gates located on Level 32, 44 St Georges Terrace Perth WA 6000 on Tuesday, 8 April 2025 at 10.00am (AWST). The business of the Meeting affects your shareholding and your vote is important. This Notice of 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 10:00am (AWST) on Sunday, 6 April 2025. NOTICE OF GENERAL MEETING Notice is given that the General Meeting of Shareholders of Castle Minerals Limited (the “Company”) will be held at 10.00am (AWST) on Tuesday, 8 April 2025 at the offices of K&L Gates locate on Level 32, 44 St Georges Terrace Perth WA 6000. ITEMS OF BUSINESS RESOLUTION 1: CONSOLIDATION OF CAPITAL To consider and, if thought fit, to pass the following as an ordinary resolution: "That, for the purpose of section 254H of the Corporations Act, the ASX Listing Rules and for all other purposes, Shareholder approval is given for the consolidation of the Company’s existing Securities on the basis that: a) every 30 Shares be consolidated into 1 Share; and b) all Options be consolidated in accordance with Listing Rule 7.22.1, with fractional entitlements rounded down to the near to the nearest whole number on the terms and conditions set out in the Explanatory Memorandum, the consolidation to take effect in accordance with the timetable set out in the Explanatory Memorandum." RESOLUTION 2: APPROVAL TO ISSUE PLACEMENT SHARES AND UNLISTED OPTIONS (CONDITIONAL RESOLUTION) The Chair will withdraw Resolution 2 if Resolution 1 is not passed. Subject to the receipt of Shareholder approval for Resolution 1, to consider and, if thought fit, to pass the following as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 51,166,667 Placement Shares (on a post-Consolidated basis) and up to 25,583,333 Unlisted Options (on a post-Consolidated basis), on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. RESOLUTION 3: APPROVAL TO ISSUE BROKER OPTIONS TO EUROZ HARTLEYS (CONDITIONAL RESOLUTION) The Chair will withdraw Resolution 3 if Resolution 1 is not passed. Subject to the receipt of Shareholder approval for Resolution 1, to consider and, if thought fit, to pass the following as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 10,233,333 Broker Options (on a post-Consolidated basis), to Euroz Hartleys (or its nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. Page 1 RESOLUTION 4: APPROVAL TO ISSUE PLACEMENT SHARES AND UNLISTED OPTIONS TO DIRECTOR - STEPHEN STONE (CONDITIONAL RESOLUTION) The Chair will withdraw Resolution 4 if Resolution 1 is not passed. Subject to the receipt of Shareholder approval for Resolution 1, to consider and, if thought fit, to pass the following as an ordinary resolution: “That for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 333,333 Placement Shares and 166,666 Unlisted Options (on a post-Consolidated basis), to Stephen Stone (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. RESOLUTION 5: APPROVAL TO ISSUE PLACEMENT SHARES AND UNLISTED OPTIONS TO DIRECTOR – MATTHEW HORGAN (CONDITIONAL RESOLUTION) The Chair will withdraw Resolution 5 if Resolution 1 is not passed. Subject to the receipt of Shareholder approval for Resolution 1, to consider and, if thought fit, to pass the following as an ordinary resolution: “That for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 250,000 Placement Shares and 125,000 Unlisted Options (on a post-Consolidated basis), to Matthew Horgan (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. RESOLUTION 6: RATIFICATION OF PRIOR ISSUE OF SHARES AND GEODRILL UNLISTED OPTIONS To consider and, if thought fit, to pass the following as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 31,008,772 Shares and 31,008,772 attaching Geodrill Unlisted Options (on a pre-Consolidated basis), and the issue of Shares on exercise of those Geodrill Unlisted Options, issued to Geodrill Limited under a drill for equity arrangement, on the terms and conditions set out in the Explanatory Statement." A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. Dated: 7 March 2025 By order of the Board Jade Styants Company Secretary Page 2 VOTING EXCLUSIONS The Company will disregard any votes cast in favour of the resolution by or on behalf of any person specified below in relation to that resolution and an associate of any such person when determining the result of the resolution except where the vote is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the Chairman as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTIONS 2, 3 AND 6: APPROVAL TO ISSUE PLACEMENT SHARES, UNLISTED OPTIONS, BROKER OPTIONS, GEODRILL SHARES AND GEODRILL UNLISTED OPTIONS The Company will disregard any votes cast in favour of the relevant Resolution (respectively and separately) by or on behalf of any person who is expected to participate in, or 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 an associate of that/those persons. However, this does not apply to a vote cast in favour of the relevant 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 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 respective Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way. RESOLUTIONS 4 AND 5: ISSUE OF PLACEMENT SHARES AND UNLISTED OPTIONS TO DIRECTORS The Company will disregard any votes cast in favour of the relevant Resolution (respectively and separately) by Stephen Stone and Matthew Horgan (respectively and separately) (or their respective nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity), and any associates of that person. However, this does not apply to a vote cast in favour of the relevant Resolution by: d) 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; e) 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 f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: Page 3 (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 respective Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way. Page 4 PROXY AND VOTING INSTRUCTIONS 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 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 10.00am (AWST) on Sunday, 6 April 2025, being 48 hours prior to the commencement of the 2025 GM. 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 Chair) 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 10:00am (AWST) on Sunday, 6 April 2025. Accordingly, transfers registered after that time will be disregarded in determining entitlements to attend and vote at the 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 5 EXPLANATORY STATEMENT RESOLUTIONS 1: CONSOLIDATION OF CAPITAL General Resolution 1 seeks Shareholder approval, under and for the purpose of section 254H of the Corporations Act, the ASX Listing Rules and the Constitution, to consolidate the Company’s issued capital by consolidating every thirty (30) existing Shares into one (1) new Share (“Consolidation”). Similarly, the number of Options on issue will be consolidated on the basis that every thirty (30) Options held will be consolidated into one (1) Option. The exercise price of the Options will be amended in inverse proportion to the consolidation ratio in accordance with Listing Rule 7.22.1. The Directors have proposed the Consolidation for the following reasons: (i) to reduce the number of Shares on issue, thereby creating a more efficient and less volatile capital structure; and (ii) to provide the best path forward for continued growth and a capital structure that is more in line with the Company’s size and peer group companies, resulting in a share price level that is more attractive to a wider range of investors. Corporations Act and ASX Listing Rule requirements Section 254H of the Corporations Act provides that a company may convert all or any of its shares into a larger or smaller number of shares by resolution passed at a general meeting. ASX Listing Rule 7.20 provides that where an entity proposes to reorganise its capital, it must tell shareholders the effect of the proposal on the number of securities and the amount paid (if any) on the securities, the proposed treatment of any fractional entitlements arising from the reorganisation and the proposed treatment of any convertible securities on issue. ASX Listing Rule 7.22.1 requires that the number of options on issue be consolidated in the same ratio as the ordinary shares and that the exercise price of options be amended in inverse proportion to that ratio. ASX Listing Rule Appendix 7A sets out the timetable applicable to the Consolidation. Effect of Resolution 1 on Security holders The effect of the Consolidation (Resolution 1) is that each Security holding will be reduced by 30 times its current level. The Consolidation applies equally to all members (subject only to the rounding of fractions) and will have no material effect on the percentage interest held by each member in the Company. Further, the aggregate value of each member’s proportional interest in the Company will not materially change solely as a result of the Consolidation, as the only anticipated change other than rounding, The Consolidation will not result in any change to the rights and obligations of existing Security holders. Page 6 The proposed change in Castle’s Share structure following the Consolidation, subject to adjustment for rounding, is as follows: Ordinary Shares (CDT) Number Shares currently on issue 1 1,927,822,879 Shares on issue post-Consolidation 64,260,763 1. Shares on issue as at the date of this Notice 2. Subject to rounding of individual shareholdings post-Consolidation In accordance with ASX Listing Rule 7.22.1 and the terms of the Options currently on issue, the Consolidation will involve a corresponding adjustment to the Options, having the effect that the number of Options will reduce in proportion to the Consolidation ratio and the exercise price will increase in inverse proportion to the Consolidation ratio. The proposed change in Castle’s Option structure following the Consolidation, subject to adjustment for rounding, is as follows: Number Options Expiry Date PreConsolidation Exercise Price PostConsolidation PreConsolidation PostConsolidation 30 June 2025 36,000,000 1,200,000 $0.03 $0.90 20 July 2026 162,885,446 5,429,514 $0.0075 $0.225 31 October 2026 39,000,000 1,300,000 $0.018 $0.54 22 December 2026 381,000,000 12,700,000 $0.005 $0.15 Theoretically, the market price of each Share post- Consolidation should increase by 30 times its current value. Practically, the actual effect on the market price of each Share will depend upon a number of factors which will not be within the control of the Company. Therefore, this may result in the market price of each Share following Consolidation being higher or lower than the theoretical post-Consolidation price. Fractional entitlements and taxation When the Consolidation results in an entitlement to a fraction of a Share or Option, that fraction will be rounded down to the nearest whole number of Shares or Options (respectively). The Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the Securities held after the Consolidation will be the sum as the cost base of the original Securities pre-Consolidation. The acquisition date of Securities held after the Consolidation will be the same as the date on which the original Securities were acquired. This Explanatory Memorandum does not however consider the tax implications in respect of Securities held on revenue account, as trading stock or by non-resident Security holders. Security holders should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither the Company nor any of its officers or employees assumes any liability or responsibility for advising Security holders about the tax consequences of the proposed Consolidation. Page 7 Consolidation Timetable If Resolution 1 is passed, the Consolidation will take effect in accordance with the following timetable: Action Date • Company announces Consolidation and lodges Appendix 3A.3 Monday, 3 March 2025 • General Meeting to approve the Consolidation Tuesday, 8 April 2025 • Consolidation Effective Date Tuesday, 8 April 2025 • Last day for ASX trading of Shares on a pre-Consolidation basis Wednesday, 9 April 2025 • Trading in post-Consolidation Shares commences on a deferred Thursday, 10 April 2025 settlement basis • Record date for Consolidation Last day for the Company to register transfers on a preConsolidation basis Friday, 11 April 2025 • First day for Company to update its register and to send a notice Monday, 14 April 2025 to each security holder reflecting the change to the number of securities they hold • Last day for Company to update its register and to send notice to Monday, 14 April 2025 each security holder reflecting the change to the number of securities they hold and to notify ASX this has occurred. Consequences of the Resolution If Resolution 1 is passed, the Company will be able to proceed with the Consolidation and the number of Securities in the Company will be consolidated as set out above, on the timetable set out above and will have met the condition for undertaking the Placement (the subject of Resolution 2, 3, 4 and 5). If Resolution 1 is not passed, the Company will not proceed with the Consolidation and will not have met the condition for the Placement (the subject of Resolutions 2, 3, 4 and 5) to raise funds for operating purposes. Holding Statements Taking effect from the date of the Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a postConsolidation basis. New holding statements will be issued to Security holders, who are encouraged to check their holdings after the Consolidation. Director Recommendation The Directors unanimously recommend that all Shareholders vote in favour of Resolution 1. The Chair intends to exercise all available proxies in favour of Resolution 1. Page 8 RESOLUTION 2: APPROVAL TO ISSUE PLACEMENT SHARES AND UNLISTED OPTIONS General On 3 March 2025 the Company announced that it had received firm commitments from professional and sophisticated investors, as well as Directors and entities known to the Directors, to subscribe for up to 51,750,000 Shares (on a post-Consolidation basis) at an issue price of $0.06 per Share ("Placement Shares") to raise approximately $3,105,000 before costs, inclusive of Directors participation (“Placement”). For every two Shares subscribed for under the Placement, placees will be entitled to subscribe for one unlisted option, exercisable at $0.12 each (on a post-Consolidation basis), expiring on 31 May 2028 subject to the full terms and conditions set out in Annexure A (“Unlisted Options”). Up to 25,875,000 Unlisted Options (on a post-Consolidation basis) will be issued to subscribers pursuant to an offer made under the Unlisted Options Prospectus to be announced on or around 14 March 2025 (“Unlisted Options Prospectus”). Subject to the receipt of Shareholder approval for Resolution 1, Resolution 2 seeks Shareholder approval for the issue of the Placement Shares and Unlisted Options to participants of the Placement (excluding Directors) for up to 51,166,667 Placement Shares (on a post-Consolidation basis) together with the issue of up to 25,583,333 Unlisted Options (on a post-Consolidation basis), being one Unlisted Option for every two Shares subscribed for under the Placement. Subject to the receipt of Shareholder approval for Resolution 1, Resolutions 4 and 5 seek Shareholder approval for the Directors’ participation in the Placement. The net proceeds of the Placement are being primarily applied to a continuation of an RC drilling campaign at the Kpali and Kandia Gold Projects and several other high conviction prospects within the broader Wa Gold Project. A proportion of the funds raised will be used for general working capital purposes. The Company engaged the services of Euroz Hartleys to manage the Placement whereby the Company will pay Euroz Hartleys a fee of 6% for all amounts raised under Placement plus the issue of 10,233,333 Brokers Options (on a post-Consolidation basis) (which is the subject of Resolution 3). The Placement participants were identified through a bookbuild process, which involved Euroz Hartleys seeking expressions of interest to participate in the capital raising from non-related parties of the Company. Summary of ASX Listing Rules 7.1 Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its Shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period. The issue of the Placement Shares and Unlisted Options pursuant to the Placement under Resolution 2 does not fit within any of the exceptions contained in ASX Listing Rule 7.2 and exceeds the 15% limit in ASX Listing Rules 7.1 and therefore requires the approval of Shareholders under ASX Listing Rule 7.1. Specific information required by ASX Listing Rule 14.1A If Resolution 2 is passed, the Company will be able to proceed with the issue of the Placement Shares and Unlisted Options in respect to the Placement. The receipt of shareholder approval is a condition under the Euroz Hartleys Engagement for completion of the Placement, The Placement Shares and Unlisted Options issued under Resolution 2 will be excluded from the calculation of the number of Page 9 equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1. If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Placement Shares and Unlisted Options in respect to the Placement, and the Company will be required to find other avenues to raise funding to achieve its previously announced exploration objectives. The receipt of shareholder approval is a condition under the Euroz Hartleys’ Engagement for completion of the Placement, . Technical information required by ASX Listing Rule 7.3 Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2: (a) Basis upon which the recipients of the Placement Shares and Unlisted Options were identified or selected: The Placement Shares and Unlisted Options participants were identified and selected through a bookbuild process through Euroz Hartleys which involved seeking expressions of interest to participate in the capital raising from its network of institutional, sophisticated and professional investors, focusing on investors and who were acceptable to the Company. None of the participants are related parties of the Company or ‘material investors’ under ASX Guidance Note 21. (b) Details on the Placement Shares: The Placement Shares will be fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares, at an issue price of $0.06 per Share (on a post-Consolidation basis). The Company has not and will not receive any other consideration for the issue of the Shares. The Company is seeking to issue up to 51,166,667 Placement Shares (on a post-Consolidation basis). The Shares will be issued no later than 3 months after the date of the 2025 GM. It is intended that the issue of the Placement Shares will occur on the same date. (c) Details on the Unlisted Options: The Placement subscribers will be invited to subscribe for Unlisted Options pursuant to an offer under the Unlisted Options Prospectus expected to be announced on or around 14 March 2025. The Company is seeking to issue up to 25,583,333 Unlisted Options (on a post-Consolidation basis). The Unlisted Options will be issued no later than 3 months after the date of the 2025 GM. It is intended that the issue of the Unlisted Options will occur on the same date. The Unlisted Options attach to the Placement Shares and are being issued for no consideration. The Company has not and will not receive any other consideration for the issue of the Unlisted Options. On exercise of all the Unlisted Options the subject of Resolution 2, the Company will receive $0.12 for every Unlisted Option exercised and a total of $3,070,000. Any money received by the Company on exercise of the Placement Options will be used for working capital purposes. The rights and liabilities attaching to these Unlisted Options are set out in Annexure A. Page 10 (d) Purpose of the issue and use of funds: The purpose of the issue is to raise capital. The net proceeds are being primarily applied to a continuation of an RC drilling campaign at the Kpali and Kandia Gold Projects and several other high conviction prospects within the broader Wa Gold Project. A proportion of the funds raised will also be used for general working capital purposes. (e) Summary of material terms of agreement: The Placement Shares and Unlisted Options are being issued under a Capital Raising and Corporate Advisory Engagement (“Engagement”) signed on 26 February 2025 which contains customary terms including the issue price, timetable and confirmation that each investor is a professional and/or sophisticated investors. A summary of the Engagement is set out below under the Explanatory Statement for Resolution 3. The Placement Shares and Unlisted Options are being issued under placement confirmation letters. These letters outlined the commitment of the subscribers under the Placement to subscribe for Pl