CHARIOT RESOURCES LTD — Capital/Financing Update 2025

Mar 26, 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

27/3/2025

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
New class-code to be	Convertible Note	376,680
confirmed
CC9	ORDINARY FULLY PAID	160,455

Proposed +issue date

27/3/2025

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

27/3/2025

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? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description CC9 : ORDINARY FULLY PAID Number of +securities proposed to be issued 160,455 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

Commitment fee for convertible note facility announced on 27 March 2025.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.093500 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? No

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Appendix 3B - Proposed issue of securities

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or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Convertible Note

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

376,680

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 1.59000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

+Convertible debt securities details

These securities are: Type of security Convertible Convertible note or bond +Security currency Face value USD - US Dollar USD 1.1500

Interest rate type

Zero coupon/no interest

Frequency of coupon/interest payments per year

No coupon/interest payments

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Appendix 3B - Proposed issue of securities

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s128F of the Income Tax Assessment Act status applicable to the +security

Not applicable

Is the +security perpetual (ie. no Maturity date maturity date)? 28/3/2026 No

Select other features applicable to the +security Redeemable

Is there a first trigger date on which a If yes, what is the first trigger date right of conversion, redemption, call 1/6/2025 or put can be exercised (whichever is first)? Yes

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

CC9 : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

If all 376,680 Convertible Notes are not redeemed for cash and are converted into shares at today's AUD:USD exchange rate, a total of 4,928,259 Shares would be issued.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer ASX Announcement 27 March 2025.

Part 7C - Timetable

7C.1 Proposed +issue date

27/3/2025

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

537,135

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's

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Appendix 3B - Proposed issue of securities

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additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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? No

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 Refer to ASX announcement dated 27 March 2025.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Additional working capital

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

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)

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