Announcement PDF PROSPECTUS 2024 OPTIONS OFFER Castle Minerals Limited ACN 116 095 802 This Prospectus is being issued for the offer of: • up to 250,000,000 New Options for nil consideration on the basis of one Option for every two New Shares issued to Placement Participants under the Placement, subject to Shareholders approving the issue of the New Options to Placement Participants and in respect of the New Options to be issued to Placement Participants in connection with the Stage Two New Shares, Shareholders approving the issue of the Stage Two New Shares; • up to 125,000,000 New Options to the Participating Stockbrokers, subject to Shareholders approving the issue of New Options to Participating Stockbrokers; and • up to 6,000,000 New Options for nil consideration on the basis of one Option for every two New Shares issued to Director Placement Participants (or their nominees), under the Placement, subject to Shareholders approving both the issue of New Shares and the issue of New Options to Mr Stephen Stone and Mr Matthew Horgan. The Offers are 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 Offers, 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 This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the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 26 November 2024. A copy of this Prospectus has been lodged with ASIC on that date. ASIC and its officers take no responsibility for the contents of this Prospectus. 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 Offers, 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 relevant Application Form that accompanies this Prospectus. Applications under the: » Placement Options Offer can only be submitted by Placement Participants; » Participating Stockbrokers Offer can only be submitted by the Participating Stockbrokers; and » Director Options Offer can only be submitted by Mr Stephen Stone and Mr Matthew Horgan or their nominees. 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 Offers that is not contained in this Prospectus or has not been released to ASX with the authorisation of the Company. The Application Forms accompanying this Prospectus are important. Please refer to the instructions in Section 4 of this Prospectus regarding acceptance of the Offers. 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. 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. Return of a duly completed Application Form will be taken by the Company as a representation that there has been no breach of such laws and that the Applicant is a Placement Participant, Director Placement Participant or a Participating Stockbrokers (as applicable). 5. No cooling off rights apply to this Offer Cooling off rights do not apply to an investment pursuant to any of the Offers. This means that, in most circumstances, you cannot withdraw your Application Form once it has been lodged. 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 Offers contemplated by this Prospectus are only available in electronic form to persons receiving an electronic version of this Prospectus within Australia. 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 Offers are 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 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. Page | 2 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 13 4. ACTION REQUIRED 15 5. RIGHTS AND LIABILITIES ATTACHING TO THE SECURITIES 19 6. RISKS 22 7. ADDITIONAL INFORMATION 31 8. DIRECTORS' STATEMENT 37 9. DEFINITIONS 38 10. CORPORATE DIRECTORY 40 OFFERS ENTITLEMENT AND ACCEPTANCE FORMS KEY DETAILS FOR THE OFFERS Key details of the Offers Exercise Price per Option $0.005 per New Option Maximum number of New Options issued under this Prospectus 381,000,000 New Options Maximum number of New Options issued under the Placement Options Offer 250,000,000 Maximum number of New Options issued under the Participating Stockbrokers Offer 125,000,000 Maximum number of New Options to be issued under the Director Options Offer 6,000,000 Maximum proceeds from the Offers No funds will be raised through the issue of New Options under any of the Offers. PROPOSED TIMETABLE FOR THE OFFERS1 Event Date Lodgement of Prospectus with ASIC 26 November 2024 Opening Date of the Offers 26 November 2024 Closing Date of the Offers 5:00pm (AWST) on 10 December 2024 General meeting to approve the issue of Stage Two New 20 December 2024 Shares, Director New Shares and the New Options2 Issue of the New Options under the Placement Options Offer, Participating Stockbrokers Offer and Director Options 20 December 2024 Offer Notes: 1. The above dates are indicative only and subject to change. All dates and times referenced are to Australian Western Standard Time (AWST). 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 Offers at any time without prior notice. Applicants are encouraged to submit their Application Form as early as possible. 2. The issue of Stage Two New Shares, the New Shares to be subscribed for by Mr Stone and Mr Matthew Horgan and the New Options the subject of the Offers are subject to the receipt of Shareholder approval, the New Options will be issued shortly after Shareholder approval is obtained. 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 What are the Offers being made under this Prospectus? Response By this Prospectus the Company is offering: Where to find more information Section 2.1 • up to 250,000,000 New Options for nil consideration on the basis of one Option for every two New Shares issued to Placement Participants under the Placement, subject to Shareholders approving the issue of New Options to Placement Participants and in respect of the New Options to be issued to the Placement Participants in connection with the Stage Two New Shares, Shareholders approving the issue of the Stage Two New Shares; • up to 125,000,000 New Options to the Participating Stockbrokers, subject to Shareholders approving the issue of New Options to the Participating Stockbrokers; and • up to 6,000,000 New Options for nil consideration on the basis of one Option for every two New Shares issued to Directors Mr Stephen Stone and Mr Matthew Horgan (or their nominees) under the Placement, subject to Shareholders approving both the issue of New Shares and the issue of New Options to Mr Stephen Stone and Mr Matthew Horgan. What is the purpose of the Offers? The Offers are being made in accordance with the Company's announced intention to offer free attaching New Options to Placement Participants, Director Placement Participants and to the Participating Stockbrokers for services rendered. Sections 2.3 and 3.1 This Prospectus has also been issued to facilitate secondary trading of the Shares to be issued upon exercise of the New Options and to facilitate the secondary trading of the New Options. Can I sell or transfer my entitlements? No. The Offers are non-renounceable. Accordingly, you cannot offer to sell or transfer your entitlement to subscribe for New Options under any of the Offers. Section 2.6 Who is eligible to subscribe under the Offers? Placement Options Offer: Only Placement Participants are eligible to participate in the Placement Options Offer. Placement Participants are those investors who participated in the Placement and were issued Stage One New Shares and/or who have subscribed for and will be issued Stage Two New Shares (excluding Directors). Section 2.2 Participating Stockbrokers Offer: Only the Participating Page | 3 Question Response Where to find more information Stockbrokers are eligible to participate in the Participating Stockbrokers Offer. Director Options Offer: Only Mr Stephen Stone and Mr Matthew Horgan (or their nominees) are eligible to participate in the Director Options Offer. The issue of New Options under each of the Placement Options Offer, Participating Stockbrokers Offer and the Director Options Offer is subject to the receipt of Shareholder approval, including in respect of the Director Options Offer the issue of New Shares to Mr Stephen Stone and Mr Matthew Horgan and in respect of the New Options to be issued to Placement Participants in connection with the Stage Two New Shares, Shareholders approving the issue of the Stage Two New Shares. What are the key terms of the New Options? The terms of the New Options to be issued under the Offers are the same. The New Options will have an exercise price of $0.005 each and will expire on 22 December 2026. Sections 2.13 and 5.2 The full terms of the New Options are set out in Section 5.2. Is there a minimum or maximum subscription? There is no minimum subscription under the Offers. Section 2.15 Under both the Placement Options Offer and the Director Options Offer no person may apply for (and the Company will not issue) New Options in excess of the person’s entitlement to New Options which is 1 free attaching Option for every 2 New Shares subscribed for and issued under the Placement and to Mr Stephen Stone and Mr Matthew Horgan, as applicable. Participating Stockbrokers may not apply for (and the Company will not issue) New Options where the aggregate number of New Options issued to all Participating Stockbrokers will exceed 125,000,000 New Options. Are the Offers underwritten? No, the Offers are not underwritten. Section 2.10 What is the effect of the Offers? The effect of the Offers on the capital structure is set out below (assuming no other Securities are issued and no other existing Securities are exercised): Section 3 Existing Securities on issue Shares Quoted options Unquoted options 1,672,814,107 205,749,5791 196,876,6743 Page | 4 Question Response Where to find more information Securities on issue following the Stage Two Placement and the issue of Shares to Stephen Stone and Matthew Horgan 212,000,0004 Maximum New Options to be issued under the Placement Options Offer - - 250,000,000 2 Maximum New Options to be issued under the Participating Stockbrokers Offer - - 125,000,000 2 Maximum New Options to be issued under the Directors Options Offer - - 6,000,000 2 1,884,814,107 205,749,579 577,876,674 Total Note: (1) This includes 52,456,246 quoted options expiring on 7 January 2025 with an exercise price $0.018 and 153,293,333 quoted options expiring on 31 December 2024 with an exercise price $0.055. (2) Subject to the receipt of Shareholder approval, the maximum number of New Options to be issued under the Offers are 381,000,000. (3) This includes 36,000,000 options with an exercise price of $0.03 and an expiry date of 30 June 2025, 39,000,000 options with an exercise price of $0.018 and an expiry date of 31 October 2026 and 121,876,674 options with an exercise price of $0.0075 and an expiry date of 20 July 2026. (4) The issue of 200,000,000 Stage Two New Shares and the issue of 12,000,000 New Shares to Mr Stephen Stone and Mr Matthew Horgan (or their nominees) is subject to the receipt of Shareholder approval. It is not expected that the Offers will have any effect on the control of the Company. Use of funds No funds will be raised as a result of the Offers. Section 2.4 Funds raised from the exercise of the New Options are intended to be applied towards working capital. Do I have to participate? No. Participation in the Offers is entirely voluntary. If you do not wish to participate in the Offers, do nothing even if you applied for and were issued New Shares under the Placement. However, if you do not apply you will not be issued New Options. Sections 4.1 How do I apply for New Options under the Offers? Placement Participants may apply for New Options under the Placement Options Offer by completing the ’Placement Options Offer Application Form’. The Participating Stockbrokers may apply for New Options under the Participating Stockbrokers Offer by completing the ‘Participating Stockbrokers Application Form’. The Director Placement Participants may apply for New Options under the Director Options Offer by completing the ‘Director Options Offer Application Form’. Sections 4.1 Page | 5 Question Response Where to find more information Are Directors participating in the Offers? Yes, two of the Company's directors, Mr Stephen Stone and Mr Matthew Horgan are participating under the Directors Options Offer. Subject to the receipt of Shareholder approval at the next general meeting of the Company planned to be held on 20 December 2024, Mr Stephen Stone and Mr Matthew Horgan will be issued a total of 12,000,000 New Shares at an issue price of $0.0025 per New Share, being the same issue price as the Placement, subject to Shareholders approving Mr Stephen Stone and Mr Matthew Horgan’s participation in the Placement. Up to 6,000,000 New Options may be issued under the Director Options Offer. No funds will be raised from the issue of the New Options under the Director Options Offer. The relevant interest of each of the Directors in Securities as at the date of this Prospectus is set out in the table below. Section 7.6 Director Shares Voting Power New Options Stephen Stone 71,217,183 4.26% 41,277,778a James Guy 9,041,212 0.54% 18,111,111b Matthew Horgan 3,333,333 0.20% 1,666,666c Notes: (a) (b) (c) Comprising 1,500,000 listed options with an exercise price of $0.018 and expiry date of 7 January 2025, 16,000,000 unlisted options with an exercise price of $0.03 and expiry date of 30 June 2025, 16,000,000 unlisted options with an exercise price of $0.018 and expiry date of 31 October 2026 and 7,777,778 unlisted options with an exercise price of $0.0075 and expiry date of 20 July 2026. Comprising 1,000,000 listed options with an exercise price of $0.018 and expiry date of 7 January 2025, 8,000,000 unlisted options with an exercise price of $0.018 and expiry date of 31 October 2026, 8,000,000 unlisted options with an exercise price of $0.03 and expiry date of 30 June 2025 and 1,111,111 unlisted options with an exercise price of $0.0075 and expiry date of 20 July 2026. Comprising 1,666,666 unlisted options with an exercise price of $0.0075 and expiry date of 20 July 2026. The table below sets out the New Shares to be subscribed for by Mr Stephen Stone and Mr Matthew Horgan, together with the entitlement to New Options that forms part of the Director Option Offer, subject to the receipt of Shareholder approval: Director New Shares New Options under the Directors Options Offer Total Shares Voting Power 1 Total Options Stephen Stone 10,000,000 5,000,000 81,217,183 4.31%1 46,277,778 Matthew Horgan 2,000,000 1,000,000 5,333,333 0.28% 2,666,666 Note: Page | 6 Question Response Where to find more information (1) This assumes the issue of 200,000,000 Stage Two New Shares and the issue of 10,000,000 New Shares to Mr Stephen Stone and 2,000,000 New Shares to Mathew Horgan. The issue of New Shares and New Options to Mr Stephen Stone and Mr Matthew Horgan is subject to the receipt of Shareholder approval. If Shareholder approval for the issue of New Shares and New Options to Mr Stephen Stone and Mr Matthew Horgan is not obtained, Mr Stephen Stone and Mr Matthew Horgan will not be issued the New Shares and New Options. The Directors are not entitled to New Options under the Placement Options Offer or the Participating Stockbrokers Offer. 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. Section 2.11 How can I obtain further information? If you have any queries concerning the Offers please contact the Company’s Share Registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia). Section 4.6 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. Page | 7 2. DETAILS OF THE OFFERS 2.1 The Offers (a) Placement Options Offer On 5 November 2024, the Company announced a placement to (Placement): a) professional and sophisticated investors comprising of the issue of 500,000,000 New Shares to raise $1,250,000 (before costs); b) Directors or director related entities comprising of the issue of 12,000,000 New Shares to raise $30,000 (before costs), to raise up to a total of $1,280,000,000 (before costs). The Placement will occur over two stages. The first stage of the Placement was completed through the issue of 294,417,002 New Shares on 8 November 2024 and a further issue of 5,582,998 New Shares on 13 November 2024 to raise $750,000 (Stage One Placement), with 164,661,813 New Shares issued under the Company’s existing capacity pursuant to ASX Listing Rule 7.1 and 135,338,187 New Shares pursuant to ASX Listing Rule 7.1A (Stage One New Shares). Stage two of the Placement will be completed through the issue of 200,000,000 New Shares to raise $500,000 subject to the receipt of Shareholder approval for the issue of 200,000,000 New Shares (Stage Two Placement) which will be sought at a general meeting to be held on 20 December 2024 (Stage Two New Shares). The Placement will be made without a prospectus in reliance on section 708A of the Corporations Act. The Placement Options Offer is an offer of up to 250,000,000 New Options for nil consideration on the basis of one Option for every two New Shares issued to Placement Participants under the Placement (Placement Options Offer). Where the determination of a Placement Participant's entitlement to New Options under the Placement Options Offer results in a fraction, such fraction will be rounded down to the nearest whole Option. The offer to Directors is being made under the Director Options Offer set out in Section 2.1(c). Based on the number of New Shares issued under the Placement, up to 250,000,000 New Options may be issued under the Placement Options Offer. No funds will be raised from the issue of the New Options. If all of the New Options under the Placement Options Offer are exercised the Company will receive approximately $1,250,000 (before costs). The New Options offered under the Placement Options Offer will be exercisable at $0.005 each and will expire on 22 December 2026 and otherwise on the terms set out in Sections 2.13 and 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. (b) Participating Stockbrokers Offer The Company engaged the services of Euroz Hartleys Limited (Euroz Hartleys) to manage the Placement. Pursuant to the mandate between the Company and Euroz Hartleys summarised in section 7.3 (Equity Raising Mandate), the Company agreed to Page | 8 issue the Participating Stockbrokers 125,000,000 New Options in aggregate for services performed under the Equity Raising Mandate. The offer of 125,000,000 New Options to the Participating Stockbrokers is the subject of the Participating Stockbrokers Offer (Participating Stockbrokers Offer). The New Options offered under the Participating Stockbrokers Offer will be exercisable at $0.005 each and will expire on 22 December 2026 and otherwise on the terms set out in Sections 2.13 and 5.2. Only the Participating Stockbrokers may accept the Participating Stockbrokers Offer by using the relevant Application Form in relation to the Participating Stockbrokers Offer. No funds will be raised from the Participating Stockbrokers Offer as the New Options are being issued as consideration for services provided by the Participating Stockbrokers in respect of the Placement. If all of the New Options under the Participating Stockbrokers Offers are exercised the Company will receive approximately $625,000 (before costs). (c) Director Options Offer The Director Options Offer is an offer of up to 6,000,000 New Options for nil consideration on the basis of one Option for every two New Shares subscribed for and issued to Mr Stephen Stone (Mr Stone) and Mr Matthew Horgan (Mr Horgan) under the Placement (Director Options Offer). Where the determination of Mr Stone and Mr Horgan's entitlement to New Options under the Director Options Offer results in a fraction, such fraction will be rounded down to the nearest whole New Option. The issue of New Options under the Directors Options Offer and the issue of New Shares to Mr Stone and Mr Horgan is subject to and conditional on the receipt of Shareholder approval. No funds will be raised from the issue of the New Options. If all of the New Options under the Director Options Offer are exercised the Company will receive approximately $30,000 (before costs). The New Options offered under the Director Options Offer will be exercisable at $0.005 each and will expire on 22 December 2026 and otherwise on the terms set out in Sections 2.13 and 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 5.2 for further information regarding the rights and liabilities attaching to the Shares. 2.2 Eligibility to participate in the Offers Only Placement Participants are eligible to participate in the Placement Options Offer. Placement Participants are those sophisticated and professional investors who participated in the Stage One Placement and were issued New Shares under the Placement and/or who will participate in and will be issued New Shares under the Stage Two Placement (excluding Directors) subject to the receipt of Shareholder approval. Only the Participating Stockbrokers are eligible to participate in the Participating Stockbrokers Offer. Only Mr Stone and Mr Horgan (or their nominees) are eligible to participate in the Director Options Offer, subject to Shareholders approving the issue of 10,000,000 New Shares to Mr Stone and 2,000,000 New Shares to Mr Horgan and the issue of New Options under Page | 9 the Director Options Offer at the next general meeting planned to be held on 20 December 2024. There is no general public offer of New Options under this Prospectus. 2.3 Purpose of the Prospectus Section 707(3) of the Corporations Act generally requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to on-sell those securities within 12 months of the date of their issue. The Corporations Act provides an exception to section 707(3) where an entity issues a ‘cleansing’ notice under section 708A(5). However, the Company is precluded from issuing a ‘cleansing’ notice in respect of the New Options as they are not in a class of securities that were quoted at all times in the last 3 months. Consequently, the Company has issued this Prospectus for the offer of New Options to the Placement Participants, Director Placement Participants and the Participating Stockbrokers. This Prospectus has also been issued to facilitate secondary trading of the New Options and the Shares to be issued on the exercise of the New Options. Issui