Announcement PDF Announcement ASX: CDT 3 March 2025 Castle Raises $3 Million to Accelerate Ghana Gold Drilling Capital consolidation and issue of loyalty options • Firm commitments received for a placement to raise $3 million (before costs). • Placement will boost working capital to ~$3.5 million enabling Castle to aggressively explore its fertile and vastly under-explored tenure in Ghana’s emerging Upper West Region, West Africa. • Follow-up RC drilling planned initially at the Kpali Gold Project where Castle recently intersected 12m at 8.29 g/t Au from 25m depth. • Drilling campaigns also earmarked at nearby targets including Bundi which has previously returned several strong and encouraging intersections. • Castle to undertake a 1 for 30 share consolidation to reduce share price volatility and improve investment appeal, especially to institutional investors. • All eligible shareholders to be offered right to subscribe for loyalty options following completion of the placement and consolidation. Castle Executive Chairman, Stephen Stone commented: “We are thrilled with the overwhelming demand for the placement received from a number of existing shareholders, as well as from several family offices, domestic institutional investors and high net worth investors who have enjoyed considerable success investing in West African gold exploration and development. The $3 million committed is a huge endorsement of Castle’s Ghanaian gold projects and exploration which has encountered multiple zones of mineralisation across several key prospects including high grade intercepts at the Kpali Gold Project such as 12m at 8.29g/t Au from 25m. The introduction of the new investors represents a maturing of Castle’s share register and comes at a pivotal time for the Company which is concurrently undertaking an overhaul of its capital structure to reduce volatility, enhance its investment appeal and to better position it for the exciting journey ahead. West Africa is one of the world’s best regions to find gold, and Ghana’s northern region is proving to be one of the best areas within it to do so. Castle will be well funded to execute a series of aggressive and expanded drilling campaigns across its northern Ghana tenure, especially at Kpali and its neighbouring prospects, and also at the very interesting 16km strike Kandia gold corridor where recent drilling of shallow anomalism has returned some very encouraging intercepts. Planning is already underway to recommence phased drilling campaigns at these targets which will enable Castle to deliver strong news flow over the coming months” _____________________________________________________________________________________________________________________________ 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 Capital Structure Ordinary Shares: 1,896.8M | Unlisted Options: 587.9M | ASX Code CDT | ACN 116 095 802 Castle Minerals Limited: Placement March 2025 Castle Minerals Limited (ASX: CDT) (“Castle”, the “Company”) is pleased to advise that it has received firm commitments from new and existing professional and sophisticated investors to raise $3 million (before costs) via a share placement to drive the next phase of exploration at its Kpali and Kandia Gold Projects in Ghana’s Upper West Region. The Company also advises that two further capital initiatives will be undertaken to enhance is corporate structure, improve investment appeal and reward shareholders. These will be a consolidation of its securities on issue followed by an entitlement issue of loyalty options. Details of both plans are set out below. Placement Details (reported on a post-consolidated basis) The Company has received firm commitments from investors to subscribe for 51,166,667 fully paid new ordinary shares in the Company (“New Shares”) at an issue price of $0.06 per share to raise approximately $3 million before costs (“Placement”), subject to a consolidation of Castle’s securities on a 1 for 30 basis (“Consolidation”) and shareholder approval for the Placement. For every two (2) New Shares subscribed for under the Placement, placees will be entitled to receive one (1) unlisted option at nil consideration, exercisable at $0.12 each, expiring 36 months from the date of issue (“Options”). The Options will be issued pursuant to a prospectus and subject to shareholder approval. In addition to the Placement, Castle Directors have committed to subscribe $35,000 for 583,333 New Shares (“Directors Shares”) on the same terms as the Placement, and will have the right to subscribe for one Option for every two New Shares issued in Castle for a total of 291,666 Options (“Directors Options”), The issue of Directors Shares and Directors Options will be subject to Consolidation and shareholder approval at the general meeting. Euroz Hartleys Limited was Sole Lead Manager of the Placement. Please refer to the Appendix 3B for details of the fee payable to the Sole Lead Manager. Use of Funds The Company will have approximately $3.5 million available to deploy towards the aggressive exploration of its highly prospective gold properties and for general working capital purposes, at the close of the placement. With a low corporate overhead structure, the Placement proceeds provide sufficient funding to deliver considerable project success over the next several months from: • Follow-up RC drilling campaigns at the Kpali Gold Project where the Company recently intersected 12m at 8.29g/t Au from 25m depth at the Kpali prospect (refer ASX Annoucement High Grade Gold Intercepts Confirm Kpali Discovery dated 13 February 2025); • Follow-up RC drilling at several other high conviction prospects within the Kpali Gold Project, including the Bundi prospect, where historical drilling has yielded positive results; and • Follow-up RC drilling at the Kandia Gold Project to test several zones of anomalism defined by soil sampling and wide-spaced drilling along the 16km prospective Kandia contact zone and where all four recent RC drill holes at the “4000-zone” reported strong, shallow gold mineralisation (refer ASX Annoucement Excellent Gold Intercepts From Drilling at Kandia Prospect dated 28 January 2025). Proposed Capital Consolidation Castle will seek shareholder approval at a general meeting, planned to be held in early April 2025, to consolidate the Company's issued capital through the conversion ratio of thirty (30) securities into one (1) security. The Consolidation materially reduces the number of securities on issue, creating a more efficient capital structure that is more in line with the Company’s size and peer group. It will result in a share price level post-Consolidation that is more attractive to a wider range of investors and optimises the structure for future capital raising initiatives, especially from a pricing perspective. Overall, along with the Placement, the Company will be far better positioned to enable growth and success. Page 2 of 5 Castle Minerals Limited: Placement March 2025 As the Consolidation applies equally to all security holders, individual security holders will be reduced in the same ratio as the total number of fully paid ordinary shares in Castle (“Shares”) (fraction holdings will be rounded down to the nearest whole number as applicable). Accordingly, the Consolidation will have no material effect on the percentage of interest in the Company that each individual security holder has. If shareholders approve the Consolidation, the number of Castle Shares currently on issue (pre issue of the New Shares under the Placement) will reduce from 1,896,814,107 to approximately 63,227,137 (subject to the effects of rounding and assuming no new shares are issued prior to Consolidation). In accordance with ASX Listing Rules 7.22.1, all options currently on issue will be consolidated in the same ratio as the Shares and their exercise price will be amended in inverse proportion to that ratio. Appendix A sets out the effect of the Consolidation on the current options on issue. Further details on the Consolidation will be set out in the notice of general meeting. Loyalty Entitlement Offer Following and subject to completion of the Consolidation and Placement, Castle intends to undertake a loyalty offer of options via a pro-rata, non-renounceable entitlements issue of one (1) option for every three (3) Shares held by eligible investors on the record date, for a subscription price of $0.005 per option (post-Consolidation) (Loyalty Offer). The options under the Loyalty Offer will have an exercise price of $0.12 per share and the same expiry date as the Options. The Record Date for the Loyalty Offer will be after the Consolidation has been completed, and after settlement of the Placement. Further details and timing of the Loyalty Offer will be announced in mid April 2025. Indicative Timetable The timetable below is indicative only and subject to change. The Company reserves the right to alter the dates below in its full discretion without prior notice, subject to the ASX Listing Rules and the Corporations Act 2001 (Cth). Action Date • Trading Halt Thursday, 27 February 2025 • Announcement: Placement and Consolidation • Recommencement of trading Pre-market open Monday, 3 March 2025 • Lodgement of Options Prospectus • Options offer opening date. Friday, 14 March 2025 • Options offer closing date (5.00pm WST) Friday, 4 April 2025 • General Meeting to approve New Shares, Options, Directors Tuesday, 8 April 2025 Shares, Directors Options, Sole Lead Manager options and Consolidation Tuesday, 8 April 2025 • Consolidation Effective Date • 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 Friday, 11 April 2025 • Record date for Consolidation Last day for the Company to register transfers on a preConsolidation basis Page 3 of 5 Castle Minerals Limited: Placement March 2025 Action Date • 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 • Settlement of New Shares and Directors Shares under the Tuesday, 15 April 2025 Placement • Allotment and normal trading of New Shares and Directors Wednesday, 16 April 2025 Shares issued under the Placement • Issue of Options, Sole Lead Manager options and Director Options • Lodgement and dispatch of Loyalty Offer Entitlement Issue Mid-April 2025 Prospectus and Timetable The below appendices will be lodged following this announcement: a) Appendix 3B reflecting the New Shares, Options, Director Shares, Director Options and Sole Lead Manager options to be issued; b) Appendix 3A.3 notifying of the Consolidation; and c) Appendix 3B sets out the details of the proposed entitlements issue (subject to change). This announcement is intended to lift the trading halt requested by the Company on 27 February 2025. Authorised for release to ASX by the Board of Castle Minerals Limited: Stephen Stone Executive Chairman stone@castleminerals.com +61 (0)418 804 564 Kpali & Kandia Gold Projects – Exploration Statement Castle confirms that it is not aware of any new information or data that materially affects the Kpali Gold Project or the Kandia Gold Project exploration results included in this announcement. ABOUT CASTLE MINERALS Castle Minerals Limited is an Australian Securities Exchange (ASX: CDT) listed and Perth, Western Australia headquartered company with interests in several projects in Ghana and Western Australia that are prospective for gold, graphite and base metals. In Ghana, West Africa, Castle’s 100% owned Ghanaian subsidiary, Carlie Mining Ltd, owns the Wa Gold Project in the Upper West Region which hosts the Kpali Gold Project, comprising the Kpali, Kpali East and Bundi gold prospects. The Kandia Project is a separately located standalone discovery. All occur in highly prospective Birimian geological terrane, the host to many of West Africa’s and Ghana’s multi-million-ounce gold mines. Page 4 of 5 Castle Minerals Limited: Placement March 2025 The 100% owned Kambale Graphite Project is also located in Ghana’s Upper West Region. It is being progressed through technical and commercial evaluation for the production of battery grade material to be used in lithium-ion battery manufacture. Farm-outs or sales have been or are being sought for the Company’s West Australian projects. The Polelle Project, 7km southeast of the operating Bluebird gold mine near Meekatharra, hosts a mainly obscured and minimally explored greenstone belt prospective for gold and possibly base metals. The Wanganui Project is prospective for down-plunge highgrade gold shoots. Both have been optioned for purchase to Great Boulder Resources Limited (ASX: GBR) for possible incorporation into its emerging Side Well project. The Terra Rossa copper-zinc project is located on the western edge of the Earaheedy Basin. It is adjacent to the evolving World-Class Chinook-Magazine zinc-lead project of Rumble Resources Ltd (ASX: RTR). The Beasley Creek Project is prospective for gold and lithium and lies on the northern flanks of the Rocklea Dome in the southern Pilbara. Appendix A – Consolidation of Options a) The number of options expiring 30 June 2025 will be reduced from 36,000,000 to 1,200,000, and their exercise price increases from $0.03 to $0.90. b) The number of options expiring 20 July 2026 will be reduced from 131,876,674 to 4,395,889, and their exercise price increases from $0.0075 to $0.225. c) The number of options expiring 31 October 2026 will be reduced from 39,000,000 to 1,300,000, and their exercise price increases from $0.018 to $0.54. d) The number of options expiring 22 December 2026 will be reduced from 381,000,000 to 12,700,000, and their exercise price increases from $0.005 to $0.15. Page 5 of 5