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	$0.21 Options expiring on the date is 2 years after the date	1,500,000
confirmed	of issue of the Options.
CC9	ORDINARY FULLY PAID	1,500,000

Proposed +issue date 20/5/2025

Refer to next page for full details of the announcement

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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? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 15/5/2025 Estimated

Comments

Share to be issued (in one or more requests) at any time following Shareholder approval and in any case not before 1 June 2025, at the request of the Investor.

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

Details of +securities proposed to be issued

ASX +security code and description

CC9 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

1,500,000

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

The Shares are being issued under the convertible note facility agreement announced 26 March 2025 ('Agreement') as `Placement Shares'. The Placement Shares will be issued on the request of the Investor, but no earlier than 1 June 2025. During the term of the Agreement, the Investor may elect to purchase the Placement Shares at a price based on a volume weighted average price ('VWAP') formula over a specified period. Alternatively, the Investor may use the Placement

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Appendix 3B - Proposed issue of securities

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Shares to offset the Company's obligation to issue shares under the Agreement. At maturity, any unpaid Placement Shares will either be paid for at a discounted VWAP, sold on-market with a portion of the proceeds remitted to the Company, or transferred to a nominee of the Company for no consideration.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.00000001

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? or an 'Existing class' (additional No 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 $0.21 Options expiring on the date is 2 years after the date of issue of the Options. +Security type Options Number of +securities proposed to be issued 1,500,000 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 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

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

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Appendix 3B - Proposed issue of securities

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Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.2100 20/5/2025

Details of the type of +security that will be issued if the option is exercised CC9 : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX: CC9)

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 20/5/2025

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 15/5/2025

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? 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

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Appendix 3B - Proposed issue of securities

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Part 7F - Further Information

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

Shares will be issued at the Investor's request, from 1 June 2025, either through purchase (based on a VWAP formula) or to offset the Company's obligations. Unpaid shares at maturity may be bought by the Investor, sold or transferred for no consideration.

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 dated 27 March 2025.

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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