Announcement PDF PROSPECTUS 2025 LOYALTY OPTIONS OFFER Castle Minerals Limited ACN 116 095 802 This Prospectus is being issued for a non-renounceable pro-rata entitlement offer of 1 New Option for every 3 Shares held by Eligible Shareholders at an issue price of $0.005 per New Option to raise up to $193,349.28 (before costs) (Loyalty Options Offer or Offer). The Offer is not underwritten. IMPORTANT NOTICE This is an important document and should be read in its entirety. If, after reading this Prospectus, you have any questions about the New Options being offered under this Prospectus or any other matter relating to the Offer, then you should consult your professional adviser. An investment in the New Options offered under this Prospectus should be considered speculative. This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This document is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States. This Prospectus has been prepared in accordance with Section 713 of the Corporations Act. IMPORTANT NOTICE 1. Prospectus This Prospectus is dated 22 April 2025. A copy of this Prospectus has been lodged with ASIC on that date. No New Options will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. This Prospectus is a transactional specific prospectus for an offer of options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act. This Prospectus does not contain the same level of disclosure as a prospectus prepared pursuant to Section 710 of the Corporations Act for an initial public offering. In making representations in this Prospectus, regard has been had to the fact that Castle Minerals Limited (the Company or Castle) is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. ASX and ASIC take no responsibility for the contents of this Prospectus or the merits of the securities to which this Prospectus relates. In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website (https://www.castleminerals.com/targetmarket-determination). By making an application under the Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. Applications for New Options offered pursuant to this Prospectus can only be accepted in accordance with the Entitlement and Acceptance Form that accompanies this Prospectus. Applications under the Loyalty Options Offer can only be submitted by Eligible Shareholders. The information provided in this Prospectus is not investment advice and has been prepared without taking into account your investment objectives, financial situation or particular circumstances. If you are in any doubt about the contents of this document, you should obtain independent professional advice. 2. Disclaimer The information contained in this Prospectus is not investment advice. Before deciding to invest in the Company, you should read and understand the entire Prospectus and, in particular, in considering the Company's prospects, you should consider the risk factors that could affect the Company's performance. You should carefully consider these risk factors in Section 6 in light of your personal circumstances (including financial and taxation issues) and seek advice from your professional adviser before deciding to invest. Investing in the Company involves risks. None of the Company, the Directors or any other person gives any guarantee as to the success of the Company, the repayment of capital, the payment of dividends or the future value of the New Options or the Shares issued on the exercise of the New Options. Any references to past performance of the Company is no guarantee of future performance. 3. No Representations other than this Prospectus No person or entity is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus or has not been released to ASX with the authorisation of the Company. The Entitlement and Acceptance Forms accompanying this Prospectus are important. Please refer to the instructions in Section 4 of this Prospectus regarding acceptance of the Offer. 4. Forward looking information Some of the statements appearing in this Prospectus may be in the nature of forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events. You should be aware that such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate. Forward looking statements are subject to many inherent risks, uncertainties and assumptions, which are outside the control of the Company, that could cause actual outcomes to differ materially from the expectations described in the forward looking statements. Those risks and uncertainties include factors and risks specific to the industry in which the Company operates as well as general economic conditions, interest rates, exchange rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and any variation may be materially positive or negative. 5. No cooling off rights apply to this Offer Cooling off rights do not apply to an investment pursuant to any of the Offer. This means that, in most circumstances, you cannot withdraw your Application once it has been lodged. 6. Offer Restrictions on Distribution This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to lodge this Prospectus in any jurisdiction outside of Australia or to otherwise permit a public offering of New Options. This Prospectus is not to be distributed in, and the Offer is not to be made in, countries outside of Australia, New Zealand and Singapore. The New Options have not been, and will not be, registered under the US Securities Act of 1933 and may only be offered, sold or resold in, or to persons in, the United States in accordance with an available exemption from registration. It is the responsibility of any Applicant to ensure compliance with any laws of a country relevant to their application. Payment of any Application monies by BPAY® or EFT will be taken by the Company as a representation that there has been no breach of such laws and that the Applicant is an Eligible Shareholder. 7. Prospectus availability A copy of this Prospectus is available for inspection at the registered office of the Company at Suite 9, 11 Ventnor Avenue, West Perth WA 6005, during normal business hours. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (free of charge) from the Company’s registered office by contacting the Company. The Offer contemplated by this Prospectus are only available in electronic form to persons receiving an electronic version of this Prospectus within Australia. 8. Definitions and glossary, financial amounts and time Definitions of certain terms used in this Prospectus are contained in Section 9. Unless otherwise indicated, all references to currency are to Australian dollars and all references to time are to Perth, Western Australia, Australia time. TABLE OF CONTENTS KEY DETAILS FOR THE OFFERS 2 PROPOSED TIMETABLE FOR THE OFFERS 2 1. OVERVIEW OF THE OFFERS 3 2. DETAILS OF THE OFFERS 8 3. EFFECT OF THE CAPITAL RAISING 12 4. ACTION REQUIRED 16 5. RIGHTS AND LIABILITIES ATTACHING TO THE SECURITIES 20 6. RISKS 23 7. ADDITIONAL INFORMATION 32 8. DIRECTORS' STATEMENT 40 9. DEFINITIONS 41 10. CORPORATE DIRECTORY 43 OFFERS ENTITLEMENT AND ACCEPTANCE FORMS KEY DETAILS FOR THE OFFER New Option entitlement ratio under the Loyalty Options Offer 1 New Option for every 3 Shares held by Eligible Shareholders Issue price per New Option $0.005 Exercise price per New Option $0.12 Maximum number of New Options offered under the Loyalty Options Offer 38,669,856 New Options Maximum proceeds from the Loyalty Options Offer $193,349.28 (before costs) PROPOSED TIMETABLE FOR THE OFFER 1 Event Proposed dates Announcement of the Loyalty Options Offer Monday, 3 March 2025 Notice to Option holders Tuesday, 8 April 2025 Lodgement of Prospectus with ASIC and announcement on ASX Tuesday, 22 April 2025 "Ex" date Monday, 28 April 2025 Record Date On 5.00pm WST Tuesday, 29 April 2025 Opening Date Despatch of the Prospectus and personalised entitlement & acceptance forms to Eligible Shareholders Announcement to ASX that this despatch has occurred Last day to extend the Closing Date for Loyalty Options Offer Closing Date for acceptances under the Loyalty Options Offer Announcement of the results of the Loyalty Options Offer Last day for the issue of the New Options and lodgement of Appendix 3G to notify ASX of issue of Loyalty Options Friday, 2 May 2025 Prior to 12.00pm AEST on Friday, 16 May 2025 5.00pm WST on Wednesday, 21 May 2025 Prior to 12.00pm AEST on Wednesday, 28 May 2025 Notes: 1. The above dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to extend these dates without prior notice, or to withdraw the Offer at any time without prior notice. Applicants are encouraged to apply for the Entitlement by paying any Application monies by BPAY® or EFT as early as possible. Page | 2 1. OVERVIEW OF THE OFFERS This section is intended to highlight key information for potential investors. It is an overview only. This Prospectus and all of its sections should be read and considered in its entirety before deciding to invest in the New Options. Question Response Where to find more information What is the Offer being made under this Prospectus? This Prospectus is being issued for a non-renounceable pro-rata entitlement offer of 1 New Option for every 3 Shares held by Eligible Shareholders at an issue price of $0.005 per New Option to raise up to $193,349.28 (before costs). Section 2.1 What is the purpose of the Offer? The Offer is being made in accordance with the Company's announced intention to offer New Options to Eligible Shareholders. The purpose of the Loyalty Options Offer is to recognise the support the Company has received from its shareholders to date. Section 3.1 Can I sell or transfer my entitlements? No. The Offer is non-renounceable. Accordingly, you cannot offer to sell or transfer your entitlement to subscribe for New Options under the Offer. Section 2.5 Who is eligible to subscribe under the Offer? Only Shareholders as at 5:00pm WST on the Record Date with a registered address in Australia, New Zealand, Isle of Man and Singapore are eligible to participate in the Loyalty Options Offer (Eligible Shareholders). Section 2.2 In accordance with Listing Rule 7.7.1, the Company has determined that it would be unreasonable to extend the Loyalty Options Offer to Ineligible Shareholders, having regard to: (a) the small number of Ineligible Shareholders; (b) the small number and value of the New Option which would be offered to Ineligible Shareholders if they were Eligible Shareholders; and (c) the cost of complying with the legal and regulatory requirements in the respective overseas jurisdictions. Accordingly, the Loyalty Options Offer is not being extended to any Shareholders outside Australia, New Zealand, Isle of Man and Singapore. The Company will notify all Ineligible Shareholders of the Loyalty Options Offer and advise that the Company is not extending the Loyalty Options Offer to those Shareholders. Page | 3 Question Response Where to find more information What are the key terms of the New Options? The New Options have an issue price of $0.005, an exercise price of $0.12 each and will expire on 31 May 2028. Sections 5.2 Is there a minimum or maximum subscription? The full terms and conditions of the New Options are set out in Section 5.2. There is no minimum subscription under the Loyalty Options Offer. Section 2.16 Under the Loyalty Options Offer an Eligible Shareholder may not apply for (and the Company will not issue) New Options in excess of that Eligible Shareholder's entitlement to New Options which is 1 New Option for every 3 Shares held by the Eligible Shareholder as at the Record Date. Are the Offer underwritten? No, the Loyalty Options Offer is not underwritten. Section 2.9 Will the New Options be quoted? The New Options are unlisted and therefore will not be quoted. However, the New Options may be transferred off-market. Sections 2.6. 2.10 and section 5.2 What is the effect of the Offer? The effect of the Loyalty Options Offer on the capital structure is set out below (assuming no other Securities are issued and no other existing Securities are exercised): Section 3 Shares Shares Number Existing Shares on issue 116,009,570 Total Shares on issue on completion of the Loyalty Options Offer 116,009,570 Options Options Existing options on issue Number 56,737,801 A New Options to be issued under the Loyalty Options Offer 38,669,856 Total Options on issue on completion of the Loyalty Options Offer 95,407,657 B Note: (A) This includes 3,481,471 unquoted options expiring on 20 July 2026 with an exercise price of $0.225, 12,699,985 unquoted options expiring on 22 December Page | 4 Question Response Where to find more information 2026 with an exercise price of $0.15, 1,199,998 unquoted options expiring on 30 June 2025 with an exercise price of $0.90, 1,299,997 unquoted options expiring on 31 October 2026 with an exercise price of $0.54, 1,948,033 unquoted options expiring on 20 July 2026 with an exercise price of $0.225 (that are nontransferable) as well as 36,108,317 unquoted options with an exercise price of $0.12 and an expiry date of 31 May 2028. (B) This includes 3,481,471 unquoted options expiring on 20 July 2026 with an exercise price of $0.225, 12,699,985 unquoted options expiring on 22 December 2026 with an exercise price of $0.15, 1,199,998 unquoted options expiring on 30 June 2025 with an exercise price of $0.90, 1,299,997 unquoted options expiring on 31 October 2026 with an exercise price of $0.54, 1,948,033 unquoted options expiring on 20 July 2026 with an exercise price of $0.225 (that are nontransferable), 36,108,317 unquoted options with an exercise price of $0.12 and an expiry date of 31 May 2028 as well as 38,669,856 New Options. It is not expected that the Loyalty Options Offer will have any effect on the control of the Company. Use of funds $193,349.28 (before costs) will be raised through the issue of New Options under the Loyalty Options Offer. Section 2.3 The Company will receive $0.12 for each Option exercised. If all New Options under the Offer are issued and exercised, the Company will receive approximately $4,640,382.72 (before costs). There is no certainty that any of the New Options will be exercised. Funds raised from the issue of New Options under the Loyalty Options Offer and the exercise of the New Options under the Offer are intended to be applied towards working capital. The application of funds will depend, in respect of the exercise of the New Options, on when New Options are exercised and the status of the Company's projects and requirements at the relevant time. Risk Factors There are many risks associated with the acquisition of New Options in the Company, including those relating to the Company's business, regulatory environment and financial requirements generally. Section 6 Refer to Section 6 for a detailed description of some of these risk factors. Do I have to participate? No. Participation in the Loyalty Options Offer is entirely voluntary. If you do not wish to participate in the Loyalty Options Offer, do nothing. However, if you do not apply and pay the issue price by the Closing Date you will not be issued New Options. Section 4.1 Page | 5 Question Response Where to find more information How do I apply for New Options under the Loyalty Options Offer? The number of New Options to which Eligible Shareholders are entitled is shown on the personalised Entitlement and Acceptance Form which accompanies this Prospectus. Sections 4.1 and 4.2 Eligible Shareholders may do any of the following: (a) take up all of their Entitlement under the Loyalty Options Offer by: (i) complying with the instructions on the accompanying Entitlement and Acceptance Form; and (ii) paying the application monies for the amount indicated on your Entitlement and Acceptance Form (in full) by BPAY® or EFT, so that it is received by no later than 5.00pm WST on the Closing Date; or (b) take up a portion of their Entitlement, and allow the balance to lapse by: (i) complying with the instructions on the accompanying Entitlement and Acceptance Form; (ii) calculating the payment amount for the portion of your Entitlement that you wish to take up; and (iii) paying for that portion of Entitlement by BPAY® or EFT so that is received no later than 5.00pm WST on the Closing Date. Please note that : (a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and (b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of New Options which is covered in full by your application monies. Payment must be made in Australian dollars by BPAY® or EFT. Are Directors participating in the Loyalty Shareholder approval is not required for the issue of New Options to Directors in accordance with exception 1 of Listing Rule 10.11 which permits the issue of securities to Directors that are also Shareholders under a pro rata Section 7.5 Page | 6 Question Options Offer? Response Where to find more information issue, such as Loyalty Options Offer. The relevant interest of each of the Directors in Securities as at the date of this Prospectus is set out in the tables below: Shares Director Total Shares Voting Power Stephen Stone 3,040,570 2.62% Matthew Horgan 427,777 0.37% Brian Thomas - - Options Director Total Options Stephen Stone 1,659,257 1 Matthew Horgan 547,221 2 Brian Thomas - Note: (1) Comprising 533,333 unlisted options with an exercise price of $0.90 and expiry date of 30 June 2025, 533,333 unlisted options with an exercise price of $0.54 and expiry date of 31 October 2026, 259,259 unlisted options with an exercise price of $0.225 and expiry date of 20 July 2026, 166,666 unlisted options exercisable at $0.15 and an expiry date of 22 December 2026 and 166,666 New Options. (2) Comprising 33,333 unlisted options with an exercise price of $0.15 and an expiry date of 22 December 2026, 388,888 unlisted options with an exercise price of $0.225 and an expiry date of 20 July 2026 and 125,000 New Options. Directors, Stephen Stone and Matthew Horgan intend to take up part/ their full Entitlements. How can I obtain further information? If you have any queries concerning the Offer please contact the Company’s Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia). Section 4.7 Page | 7 2. DETAILS OF THE OFFER 2.1 The Loyalty Options Offer The Loyalty Options Offer is being made as a non-renounceable pro-rata entitlement offer of 1 New Option for every 3 Shares held by Eligible Shareholders at an issue price of $0.005 per New Option to raise up to $193,349.28 (before costs) (Loyalty Options Offer). Where the determination of an Eligible Shareholder's entitlement to New Options under the Loyalty Options Offer results in a fraction, such fraction will be rounded down to the nearest whole New Option. Based on the capital structure of the Company as at the date of this Prospectus, a maximum total of 38,669,856 New Options will be issued pursuant to the Loyalty Options Offer to raise up to $193,349.28 (before costs). The New Options offered under the Loyalty Options Offer will be exercisable at $0.12 each and will expire on 31 May 2028 and otherwise on the terms and conditions set out in Section 5.2. All of the Shares issued upon exercise of the New Options will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 5.1 for further information regarding the rights and liabilities attaching to the Shares. 2.2 Eligibility to participate in the Offer Only Shareholders as at 5:00pm WST on the Record Date with a registered address in Australia, New Zealand, Isle of Man and Singapore are eligible to participate in the Loyalty Options Offer (Eligible Shareholders). In accordance with Listing Rule 7.7.1, the Company has determined that it would be unreasonable to extend the Loyalty Options Offer to Ineligible Shareholders, having regard to: (a) the small number of Ineligible Shareholders; (b) the small number and value of the New Option which would be offered to Ineligible Shareholders if they were Eligible Shareholders; and (c) the cost of complying with the legal and regulatory requirements in the respective overseas jurisdictions. Accordingly, the Loyalty Options Offer is not being extended to any Shareholders outside Australia, New Zealand, Isle of Man and Singapore. The Company will notify all Ineligible Shareholders of the Loyalty Options Offer and advise that the Company is not extending the Loyalty Options Offer to those Shareholders. This Prospectus does not constitute an offer of New Options in any jurisdiction in which it would be unlawful. The distribution of this Prospects in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. 2.3 Use of Funds A maximum of $193,349.28 (before costs) will be raised through the issue of New Options under the Loyalty Options Offer. Page | 8 The Company will receive $0.12 for each Option exercised. If all New Options under the Offer are issued and exercised, the Company will receive approximately $4,640,430.48 (before costs). There is no certainty that any of the New Options will be exercised. Funds raised from the issue of New Options under the Loyalty Options Offer and the exercise of the New Options under the Offer are intended to be applied towards working capital. The application of funds will depend, in respect of the exercise of the New Options, on when New Options are exercised and the status of the Company's projects and requirements at the relevant time. The above is a statement of current intentions at the date of this Prospectus. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis. 2.4 Opening and Closing Date for Offer The Offer will open and the Company will accept Applications from 2 May 2025 (Opening Date) until 5.00pm (AWST) on 21 May 2025 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules (Closing Date). 2.5 Shortfall A shortfall arises if any New Options are not applied for under the Loyalty Options Offer. Subject to any restrictions imposed by the Corporations Act and the Listing Rules, the Directors reserve the right to issue any New Options not applied for under the Loyalty Options Offer, within 3 months after the Closing Date (Shortfall Offer). The Shortfall Offer is a separate offer that will be made without disclosure outside of this Prospectus. Accordingly, it which will only be made available to institutional and professional investors invited to participate by the Company. In exercising their discretion to allocate the New Options under the Shortfall Offer, the Board will take into consideration a number of factors, including: » the Company’s best interests; » the Applicant’s existing Securities (if any); and ; » the optimal composition of the Company’s register following the Shortfall Offer and Loyalty Options Offer. To the extent commercially practicable the Directors will endeavour to allot the Shortfall Securities to a spread of investors, in order to mitigate any control effects which may arise from the issue and exercise of New Options by a single or small number of investors. However, to the extent permitted by law, the Company expressly disclaims any responsibility for monitoring this or ensuring that individual Shareholders do not breach the Corporations Act or the Listing Rules as a result of participation in the Shortfall Offer. Directors and other related parties of the Company will not be issued any New Options under the Shortfall Offer. The Shortfall Offer will remain open for up to three months following the Closing Date of the Loyalty Options Offer. The issue price for each New Option to be issued under the Shortfall Offer shall be $0.005 being the price at which New Options have been offered under the Loyalty Options Offer. Page | 9 There is no guarantee of any allocation of New Options under the Shortfall Offer, or that applications for New Options under the Shortfall Offer will be satisfied in full. Excess Application Monies for the Shortfall Offer will be refunded without interest. It is a term of the Shortfall Offer that, should the Company scale back applications for New Options the Applicant will be bound to accept such lesser number allocated to them. 2.6 No transfer of Entitlements under the Offer The Loyalty Options Offer is non-renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your right to subscribe for the New Options to another party. If Eligible Shareholders do not wish to take up some or all of their Entitlements by the Closing Date, the Entitlements will lapse. 2.7 Transfer of New Options The New Options will be transferable off-market subject to the Corporations Act and the ASX Listing Rules. 2.8 Issue Date It is expected that New Options will be issued in accordance with the dates specified in the Proposed Timetable. It is the responsibility of Applicants to determine their allocation prior to trading in the New Options. Applicants who sell the New Options before they receive their holding statements do so at their own risk. 2.9 No cooling off rights Cooling off rights do not apply to an investment in New Options. You cannot withdraw your Application once it has been received. 2.10 No Underwriting The Loyalty Options Offer is not underwritten. 2.11 ASX Quotation The New Options are unlisted and therefore will not be quoted on the ASX. 2.12 Nominees and custodians Shareholders resident in Australia, New Zealand, Isle of Man or Singapore holding Shares on behalf of persons who are resident in other jurisdictions are responsible for ensuring that applying for New Options under the Loyalty Options Offer does not breach regulations in the relevant overseas jurisdiction. Payment by BPAY® or EFT will be taken by the Company to constitute a representation that there has been no breach of those regulations. 2.13 New Zealand The Loyalty Options Offer is not being made to the public in New Zealand other than to existing Shareholders with registered addresses in New Zealand to whom the Offer is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offer) Exemption Notice 2016. Page | 10 This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. 2.14 Isle of Man No offer or invitation to subscribe for securities may be made to the public in the Isle of Man. 2.15 Singapore This Prospectus and any other materials relating to the New Options have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Loyalty Options, may not be issued, circulated or distributed, nor may the New Options be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision