Announcement PDF PROSPECTUS 2025 OPTIONS OFFER Castle Minerals Limited ACN 116 095 802 This Prospectus is being issued for the offer of: • up to 25,583,333 New Options (on a post-Consolidation basis) for nil consideration on the basis of one Option for every two New Shares issued to Placement Participants under the Placement; • up to 10,233,333 (on a post-Consolidation basis) New Options to the Lead Manager (or its nominees) for $0.00001 per Option as partial consideration for their capital raising and corporate advisory services; and • up to 291,666 New Options (on a post-Consolidation basis) for nil consideration on the basis of one Option for every two New Shares issued to Director Placement Participants (or their nominees). Completion of the Offers is conditional upon satisfaction of the relevant Offer Conditions, which are detailed further in Section 2.3. No New Options will be issued pursuant to this Prospectus until such time as the relevant Offer Conditions are satisfied, which include completion of the Consolidation and the receipt of Shareholder approvals. Except where expressly stated otherwise, all references to Securities in this Prospectus are made on the basis that the Consolidation, for which Shareholder approval is being sought at the general meeting to be held on 8 April 2025, has taken effect. 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 This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the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 24 March 2025. 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; » Lead Manager Options Offer can only be submitted by the Lead Manager; and » Director Options Offer can only be submitted by the Director Placement Participant 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 Lead Manager (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 and New Zealand. 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 PROPOSED TIMETABLE FOR THE OFFERS 2 1 2 1. OVERVIEW OF THE OFFERS 4 2. DETAILS OF THE OFFERS 12 3. EFFECT OF THE CAPITAL RAISING 18 4. ACTION REQUIRED 20 5. RIGHTS AND LIABILITIES ATTACHING TO THE SECURITIES 23 6. RISKS 26 7. ADDITIONAL INFORMATION 35 8. DIRECTORS' STATEMENT 43 9. DEFINITIONS 44 10. CORPORATE DIRECTORY 46 OFFERS ENTITLEMENT AND ACCEPTANCE FORMS KEY DETAILS FOR THE OFFERS Key details of the Offers Pre-Consolidation basis Post-Consolidation basis Exercise Price per New Option $0.004 $0.12 Maximum number of New Options issued under this Prospectus 1,083,249,960 New Options 36,108,332 New Options Maximum number of New Options issued under the Placement Options Offer 767,499,990 New Options 25,583,333 New Options Maximum number of New Options issued under the Lead Manager Options Offer 306,999,990 New Options 10,233,333 New Options Maximum number of New Options to be issued under the Director Options Offer 8,749,980 New Options 291,666 New Options Maximum proceeds from the Offers No funds will be raised through the issue of New Options under the Placement Options Offer or the Director Options Offer. No funds will be raised through the issue of New Options under the Placement Options Offer or the Director Options Offer. $102.33 (before costs) will be raised through the issue of New Options under the Lead Manager Options Offer. $102.33 (before costs) will be raised through the issue of New Options under the Lead Manager Options Offer. PROPOSED TIMETABLE FOR THE OFFERS 1 Event Date Lodgement of Prospectus with ASIC 24 March 2025 Opening Date of the Offers 24 March 2025 Closing Date of the Offers 5:00pm (AWST) on 4 April 2025 General meeting to approve the issue of New Shares under 8 April 2025 the Placement, the New Options under the Offers and the Consolidation2 Consolidation Effective Date Tuesday, 8 April 2025 Page | 2 Event Date Last day for ASX trading of Shares on a pre-Consolidation Wednesday, 9 April 2025 basis Trading in post-Consolidation Shares commences on a Thursday, 10 April 2025 deferred settlement basis Record date for Consolidation Friday, 11 April 2025 Last day for the Company to register transfers on a preConsolidation basis First day for Company to update its register and to send a Monday, 14 April 2025 notice to each security holder reflecting the change to the number of securities they hold Settlement of New Shares under the Placement Tuesday, 15 April 2025 Allotment and normal trading of New Shares issued under Wednesday, 16 April 2025 the Placement Issue of New Options under the Offers 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. Page | 3 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? What is the purpose of the Offers? Response By this Prospectus the Company is offering: • up to 25,583,333 New Options (on a postConsolidation basis) for nil consideration on the basis of one Option for every two New Shares issued to Placement Participants under the Placement; • up to 291,666 New Options (on a post-Consolidation basis) 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; and • 10,233,333 New Options (on a post-Consolidation basis) to the Lead Manager (or its nominee) for $0.00001 per New Option as partial consideration for their capital raising and corporate advisory services. The Offers are being made in accordance with the Company's announced intention to offer free attaching New Options to Placement Participants and Director Placement Participants, as well as in partial consideration for services rendered by the Lead Manager. Where to find more information Section 2.1 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 2.7 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 have subscribed for and will be issued New Shares (excluding Directors). Section 2.2 Lead Manager Options Offer: Only the Lead Manager (or its nominee) is eligible to participate in the Lead Manager Options Offer. Director Options Offer: Only Director Placement Participants (or their nominees) are eligible to participate in the Director Options Offer. Page | 4 Question What are the Offer Conditions Response Placement Options Offer Where to find more information Section 2.3 The Placement Options Offer is conditional on: • Shareholder approval being obtained for the following matters at the General Meeting: » the issue of New Shares and New Options under Listing Rule 7.1 to Placement Participants; » the Consolidation; • the Company completing the Consolidation; and • the subscription for and issue of New Shares under the Placement. If the Offer Conditions for the Placement Options Offer are not satisfied the New Options under the Placement Options Offer will not be issued. Lead Manager Options Offer The Lead Manager Options Offer is conditional on: • Shareholder approval being obtained for the Consolidation at the General Meeting; • the Company completing the Consolidation; and • completion of the Placement. If the Offer Conditions for the Lead Manager Options Offer are not satisfied the New Options under the Lead Manager Options Offer will not be issued. The issue of the Lead Manager Options is not conditional on receipt of Shareholder approval. However, in order to preserve its placement capacity for future equity issues, the Company is seeking shareholder approval under Listing Rule 7.1 for the Lead Manager Options at the General Meeting. Offer Conditions Director Options Offer The Director Options Offer is conditional on: • • Shareholder approval being obtained for the following matters at the General Meeting: » the issue of New Shares and New Options to the relevant Director Placement Participant under Listing Rule 10.11; » the Consolidation; the Company completing the Consolidation; and Page | 5 Question Response • Where to find more information the subscription for and issue of New Shares to each Director Placement Participant. If the Offer Conditions for the Director Options Offer are not satisfied the New Options under the Directors Options Offer will not be issued. What are the key terms of the New Options? The terms of the New Options to be issued under the Offers are the same. However, an issue price of $0.00001 per New Option (on a post-Consolidation basis) applies to New Options issued to the Lead Manager while the New Options to Placement Participants and Director Placement Participants will be issued for nil consideration on the basis of 1 New Option for every 2 New Shares subscribed for under the Placement. The New Options will have an exercise price of $0.12 each and will expire on 31 May 2028. Sections 5.2 The full terms and conditions 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 2.16 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. The Lead Manager may not apply for (and the Company will not issue) New Options where the aggregate number of New Options issued to the Lead Manager will exceed 10,233,333 (on a post-Consolidation basis) New Options. Are the Offers underwritten? No, the Offers are not underwritten. Section 2.11 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 2.12 Use of funds No funds will be raised through the issue of New Options under the Placement Options Offer or the Director Options Offer. Section 2.5 $102.33 (before costs) will be raised through the issue of New Options under the Lead Manager Options Offer. The Company will receive $0.12 for each Option exercised. If all New Options under the Offers are issued and exercised, the Company will receive approximately $4,333,000 (before costs). There is no certainty that any Page | 6 Question Response Where to find more information of the New Options will be exercised. Funds raised from the issue of New Options under the Lead Manger Options Offer and the exercise of the New Options under the Offers 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. 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 Shares Number Number (preconsolidation) (postconsolidation, subject to rounding) Existing Shares on issue 1,927,822,879 64,260,762 Maximum New Shares to be issued under the Placement 1,552,500,000 51,750,000 Total 3,480,322,879 116,010,762 Unquoted Options Number (preConsolidation) Number (postConsolidation, subject to rounding) Existing options on issue 618,885,446 1 20,629,515 2 Maximum New Options to be issued under the Placement Options Offer 767,499,990 25,583,333 Maximum New Options to be issued under the Lead Manager Options Offer 306,999,990 10,233,333 Maximum New Options to be issued under the Directors Options Offer 8,749,980 291,666 1,702,135,406 3 56,737,847 4 Total Note: Page | 7 Question Response Where to find more information (1) This includes 104,444,439 unquoted options expiring on 20 July 2026 with an exercise price of $0.0075, 381,000,000 unquoted options expiring on 22 December 2026 with an exercise price of $0.005, 36,000,000 unquoted options expiring on 30 June 2025 with an exercise price of $0.03, 39,000,000 unquoted options expiring on 31 October 2026 with an exercise price of $0.018 and 58,441,007 unquoted options expiring on 20 July 2026 with an exercise price of $0.0075 (that are non-transferable). (2) This includes 3,481,481 unquoted options expiring on 20 July 2026 with an exercise price of $0.225, 12,700,000 unquoted options expiring on 22 December 2026 with an exercise price of $0.15, 1,200,000 unquoted options expiring on 30 June 2025 with an exercise price of $0.90, 1,300,000 unquoted options expiring on 31 October 2026 with an exercise price of $0.54 and 1,948,034 unquoted options expiring on 20 July 2026 with an exercise price of $0.225 (that are nontransferable). (3) This includes 104,444,439 unquoted options expiring on 20 July 2026 with an exercise price of $0.0075, 381,000,000 unquoted options expiring on 22 December 2026 with an exercise price of $0.005, 36,000,000 unquoted options expiring on 30 June 2025 with an exercise price of $0.03, 39,000,000 unquoted options expiring on 31 October 2026 with an exercise price of $0.018, 58,441,007 unquoted options expiring on 20 July 2026 with an exercise price of $0.0075 (that are non-transferable)and 1,083,249,960 New Options. (4) This includes 3,481,481 unquoted options expiring on 20 July 2026 with an exercise price of $0.225, 12,700,000 unquoted options expiring on 22 December 2026 with an exercise price of $0.15, 1,200,000 unquoted options expiring on 30 June 2025 with an exercise price of $0.90, 1,300,000 unquoted options expiring on 31 October 2026 with an exercise price of $0.54, 1,948,034 unquoted options expiring on 20 July 2026 with an exercise price of $0.225 (that are nontransferable) and 36,108,332 New Options. It is not expected that the Offers will have any effect on the control of the Company. 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 4.2 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’. Sections 4.1 The Lead Manager may apply for New Options under the Lead Manager Options Offer by completing the ‘Lead Manager Options Offer Application Form’. The Director Placement Participants may apply for New Options under the Director Options Offer by completing the ‘Director Options Offer Application Form’. Are Directors participating in the Offers? Yes, two of the Company's directors, Mr Stephen Stone and Mr Matthew Horgan are participating under the Director Options Offer. Subject to the satisfaction of the Offer Conditions, Mr Stephen Stone will be issued 333,333 New Shares (on a post-Consolidation basis) and Mr Matthew Horgan will be issued 250,000 New Shares (on a post-Consolidation basis) at an issue price of $0.06 per New Share, being Section 7.6 Page | 8 Question Response Where to find more information the same issue price as the Placement. Up to 291,666 New Options (on a post-Consolidation basis) 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 tables below: Director Number Shares Number Options Voting Power Stephen Stone 81,217,183 44,777,778 a 4.21% James Guy 9,041,212 17,111,111 b 0.47% Matthew Horgan 5,333,333 12,666,666 c 0.28% Notes: (a) Comprising 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, 7,777,778 unlisted options with an exercise price of $0.0075 and expiry date of 20 July 2026 and 5,000,000 unlisted options exercisable at $0.005 and an expiry date of 22 December 2026. (b) Comprising 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. (c) Comprising 1,000,000 unlisted options with an exercise price of $0.005 and an expiry date of 22 December 2026 and 11,666,666 unlisted options with an exercise price of $0.0075 and an expiry date of 20 July 2026. The tables below set out relevant interests of each of the Directors and detail the New Shares to be subscribed for by the Directors together with the entitlement to New Options that forms part of the Director Option Offer (if any): Shares Director New New Shares Shares (pre(postConsolidat Consolidat ion) ion) Total Shares (preConsoli dation) Total shares (postConsolid ation) Voting Power Stephen Stone 9,999,990 333,333 91,217,173 3,040,572 2.62% James Guy - - 9,041,212 301,373 0.26% Matthew Horgan 7,500,000 250,000 12,833,333 427,777 0.37% Page | 9 Question Response Where to find more information Options Director New Options (preConsolida tion) New Options under the Director Options Offer Total Options (preConsolida tion) Total Options (postConsolida tion) Stephen Stone 4,999,980 166,666 49,777,758 1 1,659,258 4 James Guy - - 17,111,111 2 570,369 5 Matthew Horgan 3,750,000 125,000 16,416,666 3 547,222 5 Note: (1) Comprising 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, 7,777,778 unlisted options with an exercise price of $0.0075 and expiry date of 20 July 2026 and 5,000,000 unlisted options exercisable at $0.005 and an expiry date of 22 December 2026 and 4,999,980 New Options. (2) Comprising 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. (3) Comprising 1,000,000 unlisted options with an exercise price of $0.005 and an expiry date of 22 December 2026 and 11,666,666 unlisted options with an exercise price of $0.0075 and an expiry date of 20 July 2026 and 3,750,000 New Options. (4) 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. (5) Comprising 266,666 unlisted options with an exercise price of $0.54 and expiry date of 31 October 2026, 266,666 unlisted options with an exercise price of $0.90 and expiry date of 30 June 2025 and 37,037 unlisted options with an exercise price of $0.225 and expiry date of 20 July 2026. (4) 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. If the Offer Conditions for the Directors Option Offer are not satisfied, the New Options will not be issued to Mr Stephen Stone and Mr Matthew Horgan. The Directors are not entitled to New Options under the Placement Options Offer or the Lead Managers Offer. 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. Refer to Section 6 for a detailed description of some of these risk factors. Section 6 Page | 10 Question Response Where to find more information 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 Page | 11 2. DETAILS OF THE OFFERS 2.1 The Offers (a) Placement Options Offer On 3 March 2025 the Company announced a placement to (Placement): a) professional and sophisticated investors comprising of the issue of 51,166,667 New Shares (on a post-Consolidation basis) to raise $3,070,000 (before costs); and b) Directors or director related entities comprising of the issue of 583,333 New Shares (on a post-Consolidation basis) to raise $35,000 (before costs), subject to a consolidation of the Company's securities on a 1 for 30 basis (Consolidation) and Shareholders approving the issue of New Shares under the Placement. Shareholder approval for the Consolidation and the issue of New Shares and New