CASTLE MINERALS LIMITED — AGM Information 2015

Nov 22, 2015

Castle Minerals Limited

Annual General Meeting

23 November 2015 Chairman’s Address

Ladies and gentlemen, good morning and welcome to the Annual General Meeting of Castle Minerals Limited. My name is Michael Ashforth and I am the chairman of the company and of this meeting.

There is a quorum present and, accordingly, I am pleased to declare this annual general meeting open.

At this point I would like to introduce the people at the table with me. Our Managing Director, Michael Ivey and our non-executive director Cam Ansell.

Also present is our company secretary Des Kelly and our auditors from BDO.

Ladies and gentlemen, let me explain how the meeting will be conducted.

We will start with Michael Ivey providing a presentation of the company’s projects. Mike’s presentation was released to the ASX before the meeting commenced.

After Mike’s presentation we will table the accounts for the financial year ended 30 June 2015 then move straight to a poll on the resolutions to be considered at today’s meeting.

1/5

This change in format from our usual practice of voting on each resolution by a show of hands has arisen because our largest shareholder, Azumah Resources has lodged a proxy form and has demanded that a poll be held on each of the resolutions to be put to the AGM today.

Accordingly, after Mike’s presentation, I will explain my understanding of Azumah’s concerns and then ask you to complete the voting slip that was handed to you when you came into the meeting.

Once you have voted, your voting slip will be collected by our Company Secretary who will then conduct the poll.

If you are a shareholder entitled to vote and you do not have a voting slip please put your hand up now.

With that, I will now ask Mike Ivey to give his presentation.

---

Thanks Mike. We can now deal with the formal business of this AGM.

Firstly, I will formally table the accounts for the financial year ended 30 June 2015 and invite any questions you may wish to ask the auditor.

Thank you.

Before we move to the poll, let me provide my understanding of Azumah’s position which, as I mentioned a few minutes ago, is reflected

2/5

in its proxy demanding a poll be taken on each resolution and explains why Azumah has decided to vote the way it has.

Unfortunately, no-one representing Azumah is present here this morning. However, I can advise you that Azumah has voted against the remuneration report (as it did last year) and this will trigger the need to put resolution 2 to a vote at this meeting.

As you will be aware, resolution 2 is the “spill resolution” and Azumah has also voted in favour of spilling the board.

I can confirm from discussions I had with both the Chairman of Azumah, Michael Atkins, and the Managing Director, Stephen Stone that Azumah’s objection to our remuneration report stems from the fact that amounts which the Castle board agreed would not be paid to Michael Ivey and the board during the last financial year have been accrued rather than written off. I will comment more on this in a moment.

With Azumah having voted against the remuneration report and in favour of the spill motion, this means that we must now convene a general meeting of Castle Minerals in the coming weeks at which the future composition of the Castle Minerals board will be considered by shareholders.

I sought some guidance from Mr Stone as to who Azumah would propose to put forward as new directors of Castle.

Azumah’s Managing Director advised me that the Azumah board had not yet decided who they would be proposing be appointed to the Castle

3/5

board but that this was a matter he and his chairman were willing to discuss with me in the coming days.

With Azumah voting to spill the board, I can confirm that Cam Ansell and I are happy to hand the stewardship of the company to new directors who enjoy the full confidence of Azumah. I can therefore confirm that neither Cam or I will be standing for re-election to the Castle board at the general meeting which the company must now convene.

We will provide the market with further information about the spill meeting as soon as we are able to do so.

In relation to Azumah’s reason for voting against the remuneration report, it is certainly the case that neither Cam Ansell or I have been paid any directors fees this last year (other than statutory superannuation contributions which must be paid). Mike Ivey has also only received a portion of his contractual entitlement.

With that background in mind, let us now move to the poll.

Before I get you to fill out your voting slips, does any shareholder wish to ask any questions regarding any of the 5 resolutions to be put to the poll vote today?

---

Thank you. Let us now move to the poll.

I advise 45,251,143 valid proxies have been received.

4/5

Mr Kelly will now advise how these votes are to be cast and will then conduct the poll demanded by Azumah.

[POLL CONDUCTED]

Ladies and gentlemen that concludes the business of the meeting, which

I now declare the meeting closed.

Thank you for your attendance.

---

5/5