Proposed issue of securities - CDT
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Released
Announcement PDF
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 1 / 6
Announcement Summary
Entity name
CASTLE MINERALS LIMITED
Announcement Type
New announcement
Date of this announcement
19/5/2026
The Proposed issue is:
Total number of +securities proposed to be issued for a placement or other type of issue
ASX +security code +Security description
Maximum Number of
+securities to be issued
CDT ORDINARY FULLY PAID 31,555,556
Proposed +issue date
30/6/2026
Refer to next page for full details of the announcement
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
CASTLE MINERALS LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ABN
Registration Number
83116095802
1.3 ASX issuer code
CDT
1.4 The announcement is
1.5 Date of this announcement
19/5/2026
1.6 The Proposed issue is:
A placement or other type of issue
New announcement
Appendix 3B - Proposed issue of securities
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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
7A.1a Conditions
Approval/Condition
+Security holder approval
Date for determination
30/6/2026
Is the date estimated or
actual?
** Approval
received/condition met?
No
Comments
Shareholder Approval for the Upfront Consideration share issue.
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
CDT : ORDINARY FULLY PAID
Number of +securities proposed to be issued
13,888,889
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
Please describe the consideration being provided for the +securities
The issue of ordinary shares in Castle (up to the value of US$500,000) forms part of the upfront consideration payable to
the vendor for the purchase of the Nielle gold project in Côte d'Ivoire.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
694,444.000000
Will these +securities rank equally in all respects from their issue date with
No
No
Existing class
Estimated
Yes
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Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
CDT : ORDINARY FULLY PAID
Number of +securities proposed to be issued
16,666,667
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
Please describe the consideration being provided for the +securities
The issue of ordinary shares in Castle (up to the value of US$600,000) forms part of the subsequent consideration
payable to the vendor twelve calendar months after settlement, for the purchase of the Nielle gold project in Côte d'Ivoire.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
833,333.000000
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
CDT : ORDINARY FULLY PAID
No
Existing class
Yes
No
No
Existing class
Yes
Appendix 3B - Proposed issue of securities
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Number of +securities proposed to be issued
1,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
Please describe the consideration being provided for the +securities
The Company will pay Euroz Hartleys a success fee of $50,000 plus GST, to be satisfied through the issue of ordinary
fully paid shares in the Company.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
50,000.000000
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Part 7C - Timetable
7C.1 Proposed +issue date
30/6/2026
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
30/6/2026
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
7E.1a Who is the lead manager/broker?
Euroz Hartleys
Yes
No
No
No
Yes
Yes
No
Appendix 3B - Proposed issue of securities
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7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
Upon completion of the Nielle Transaction, the Company will pay Euroz Hartleys a success fee of $50,000 plus GST, to
be satisfied through the issue of ordinary fully paid shares in the Company.
7E.2 Is the proposed issue to be underwritten?
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
The shares are being issued as part of the acquisition of the Nielle gold project. Please refer to the Company's
announcement on 19 May 2026 for further details.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
7F.2 Any other information the entity wishes to provide about the proposed issue
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
No
No
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