CONSTELLATION RESOURCES LIMITED — Capital/Financing Update 2024

Mar 27, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

CONSTELLATION RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

28/3/2024

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	$0.12 unlisted options expiring 3 years from issue	2,000,000
confirmed
New class-code to be	$0.18 unlisted options expiring 4 years from issue	2,875,000
confirmed
New class-code to be	$0.25 unlisted options expiring 5 years from issue	2,875,000
confirmed
CR1	ORDINARY FULLY PAID	11,608,334

Proposed +issue date

5/4/2024

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

CONSTELLATION RESOURCES LIMITED

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

57153144211

1.3 ASX issuer code

CR1

1.4 The announcement is

New announcement

1.5 Date of this announcement

28/3/2024

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 +Security holder approval 10/5/2024

Is the date estimated or ** Approval actual? received/condition met? Estimated

Comments

Shareholder approval is required for Directors and Officers to participate in the placement by subscribing for a total of 2,233,334 new shares and the grant of 4,650,000 unlisted incentive options.

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

CR1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

11,608,334

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 0.12000

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

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Appendix 3B - Proposed issue of securities

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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	$0.12 unlisted options expiring 3 years from issue
+Security type
Options
Number of +securities proposed to be	issued
2,000,000
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 The issue of incentive options to Directors, Officers and key consultants as part of their remuneration arrangements and to incentivise their performance
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

Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.1200

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Appendix 3B - Proposed issue of securities

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Details of the type of +security that will be issued if the option is exercised CR1 : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 2,000,000 fully paid ordinary shares 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. - https://www.investi.com.au/api/announcements/cr1/a6339fd0 0d6.pdf 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 $0.18 unlisted options expiring 4 years from issue +Security type Options Number of +securities proposed to be issued 2,875,000 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 issue of incentive options to Directors, Officers and key consultants as part of their remuneration arrangements and to incentivise their performance 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 0.1800

Details of the type of +security that will be issued if the option is exercised CR1 : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

2,875,000 fully paid ordinary shares 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. - https://www.investi.com.au/api/announcements/cr1/a6339fd0 0d6.pdf

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 ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description $0.25 unlisted options expiring 5 years from issue No No	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description $0.25 unlisted options expiring 5 years from issue No No
New class-code to be confirmed	$0.25 unlisted options expiring 5 years from issue

+Security type

Options

Number of +securities proposed to be issued

2,875,000

Offer price details

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

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Appendix 3B - Proposed issue of securities

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Please describe the consideration being provided for the +securities

The issue of incentive options to Directors, Officers and key consultants as part of their remuneration arrangements and to incentivise their performance 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 Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.2500 Details of the type of +security that will be issued if the option is exercised CR1 : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 2,875,000 fully paid ordinary shares 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. - https://www.investi.com.au/api/announcements/cr1/a6339fd0 0d6.pdf

Part 7C - Timetable 7C.1 Proposed +issue date 5/4/2024

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?

Listing Rule 7.1 - 4,384,458 shares and 3,100,000 unlisted incentive options

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are 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?

Listing Rule 7.1A - 4,990,542 shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company is issuing shares to sophisticated investors under a placement as it is considered to be a more certain and efficient mechanism for raising funds in the current market environment. With the firm commitments

received for the placement, the Company is not exposed to market volatility that it may have experienced over a more extended capital raising process such as a pro rata issue.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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

A fee of up to 5% will be paid to financial advisors on shares to be issued in the Placement resulting in a fee of approximately A$30,000 being paid

Part 7F - Further Information

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

Proceeds from the Placement will be used for the Company¿s current exploration activities in Western Australia, business development opportunities and for general 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)

Appendix 3B - Proposed issue of securities

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