CASTILE RESOURCES LTD — Share Issue/Capital Change 2026

Apr 26, 2026

CASTILE

ASX Announcement

ASX: CST | OTCQB: CLRSF

27 April 2026

CASTILE RESOURCES CORRECTION OF BREACH IN LISTING RULE 10.11

Breach of Listing Rule 10.11

Castile Resources Limited (Castile or the Company) advises that it has become aware of an inadvertent breach of Listing Rule 10.11.

On 10 February 2026, the Company announced that it had received firm commitments to raise up to $8,528,000 (before costs) through the issue of an aggregate of 77,527,274 fully paid ordinary shares in the capital of the Company (Shares) at an issue price of $0.11 per Share (Placement).

Subsequent to completion of the Placement, the Company identified that 5,909,091 Shares (Ajava Shares) were issued to Ajava Holdings Pty Ltd (Ajava) on 16 February 2026. Ajava is a company controlled by Peter Cook, a former director of the Company who resigned as a director with effect on 13 November 2025.

For the purposes of the Corporations Act and ASX Listing Rules, a person is considered a related party of a public company at a particular time if the entity was a related party of the public company at any time within the previous 6 months. As the issue of Ajava Shares occurred less than 6 months following Mr Cook's resignation as a director, the issue was made in contravention of ASX Listing Rule 10.11.

It is the Company's intention for the Ajava Shares to be bought-back and cancelled, with Ajava subsequently applying for the re-issue of Shares on the same terms as issued under the Placement.

The issue occurred due to an inadvertent oversight. While the Company's management and Directors are aware that a person remains a related party for 6 months after they cease to be a director, that provision was not at the front of mind when the allocation of Placement Shares occurred. As a result, the Ajava Shares were issued to Ajava and the Company lodged an Appendix 2A seeking quotation of the Ajava Shares on 16 February 2026.

The Company became aware that the issue of the Ajava Shares did not comply with the requirements of ASX Listing Rule 10.11 on 2 April 2026 and immediately contacted Mr Cook with a view to rectifying the contravention. The Company and Ajava have subsequently entered into a buy-back and cancellation deed under which the parties have agreed as follows:

(a) the Ajava Shares will be bought back and cancelled at a buy-back price of $0.11 per Ajava Share, subject to receipt of the requisite shareholder approvals;

(b) in the event that shareholders do not approve the buy-back and cancellation of the Ajava Shares, the Company will arrange for the Ajava Shares to be sold on-market with any profit from that sale to be donated in full to a charitable organisation to be determined by the Company; and

(c) a voluntary holding lock has been imposed on the Ajava Shares, which will remain in place until such time as the above process is implemented.

The Company and Ajava each intend for the investment by Ajava to continue, notwithstanding the above. As such, the Company will seek shareholder approval under ASX Listing Rule 10.11 for the issue of 5,909,091 Shares to Ajava at an issue price of $0.11 per Share at a general meeting of shareholders to be called in the coming days.

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CASTILE
ASX Announcement
ASX: CST | OTCQB: CLRSF

The Company recognises the need for improved corporate governance practices for identifying Listing Rule 10.11 parties in relation to issues of securities. To this end, the Company will undertake a review of its corporate governance practices and security issuance procedures to ensure that it has more stringent practices in place in relation to identifying parties to whom ASX Listing Rule 10.11 may apply in relation to issues of securities.

The immediate steps taken by the Company as a result of the Board's initial review is that the Company will develop and maintain a more detailed related party register containing additional details with respect to each related party of the Company, including their controlled entities and relations, the reason for their being a related party, the circumstances in which they will cease to be a related party and the date they will cease to be a related party (if applicable), which will be cross-referenced in the event of future transactions and capital raisings.

The Company's Chairman and Company Secretary will undertake a more detailed review of the Company's governance practices and procedures in conjunction with the Company's legal advisors in the coming weeks and will announce the outcome of that review once complete.

Mark Hepburn
Managing Director and Executive Chairman
Castile Resources Limited

For further information, contact
E: info@castile.com.au
P: +61 8 6313 3969

This announcement has been authorised for release by the Board of Castile Resources Limited.

ASX: CST | OTCQB: CLRSF
Castile Resources Limited