CHARIOT RESOURCES LTD — Capital/Financing Update 2025

Jul 9, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

CHARIOT CORPORATION LTD

Announcement Type

New announcement

Date of this announcement

10/7/2025

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CC9	ORDINARY FULLY PAID	42,000,000

Proposed +issue date 29/8/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CHARIOT CORPORATION LTD

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

13637559847

1.3 ASX issuer code

CC9

1.4 The announcement is

New announcement

1.5 Date of this announcement

10/7/2025

1.6 The Proposed issue is:

A placement or other type of issue

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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? Yes

7A.1a Conditions

7A.1a Conditions Yes
Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	29/8/2025	actual?	received/condition met?
		Estimated

Comments

Security holder approval for the second tranche shares (18,000,000) to be issued on 31 December 2026 will be sought in the three months prior to 31 December 2026.

Approval/Condition	Date for determination	Is the date estimated or	** Approval
Other (please specify in	29/8/2025	actual?	received/condition met?
comment section)		Estimated

Comments

Subject to:

1 - Continental having duly established and incorporated C&C Minerals in accordance with the laws of its jurisdiction of incorporation.

2 - Completion of financial, legal and technical due diligence by Chariot on C&C Minerals and the C&C Portfolio to its absolute satisfaction.

3 - The parties entering into a shareholders' agreement including key terms set out in the Acquisition Agreement 4 - The parties obtaining all necessary third-party or regulatory consents and/or approvals required to complete the Proposed Acquisition.

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)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

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Appendix 3B - Proposed issue of securities

Details of +securities proposed to be issued

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ASX +security code and description

CC9 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

42,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

In part consideration for the acquisition of a majority stake in a Nigerian Lithium Portfolio.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 2,310,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

29/8/2025

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? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

29/8/2025

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes 7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

42,000,000 fully paid ordinary shares (ASX: CC9) will be subject to a 12 month voluntary escrow from the date of issue.

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Appendix 3B - Proposed issue of securities

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

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

In part consideration for the acquisition of a majority stake in a Nigerian Lithium Portfolio.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Refer to ASX announcement on 10 July 2025 for full details.

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: Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6)

Appendix 3B - Proposed issue of securities

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