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CONSTELLATION RESOURCES LIMITED Capital/Financing Update 2025

Apr 27, 2025

64701_rns_2025-04-27_e508255c-7974-4d17-abeb-ba12534ca279.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT 28 April 2025

DISPATCH OF ENTITLEMENT OFFER DOCUMENTS AND OFFER OPEN

Constellation Resources Limited (the “Company” or “Constellation”) is pleased to advise that the Offer Document and Application Forms in respect to the Company’s one (1) for four (4) non-renounceable pro-rata entitlement offer (“ Entitlement Offer ”) have been dispatched to eligible shareholders.

The Entitlement Offer opens today, 28 April 2025, and is currently scheduled to close at 5.00pm (AWST) on 19 May 2025.

Under the Entitlement Offer, eligible shareholders will be offered the opportunity to purchase one (1) new fully paid ordinary share in Constellation (“ New Shares ”) for every four (4) fully paid ordinary shares in Constellation held on 22 April 2025 (“ Record Date ”), at an issue price of $0.15 per New Share. In addition to their entitlement, eligible shareholders may apply for additional New Shares.

Eligible shareholders with a registered address in Australia, New Zealand, Germany or the United Kingdom as at the Record Date have been sent an Offer Document and accompanying personalised entitlement and acceptance form. Ineligible shareholders have been sent the attached notice.

Entitlement Offer Key Dates

Event Date
Offer Document and Application Forms despatched to Eligible
Shareholders
28 April 2025
Opening Date of Offer 28 April 2025
Closing Date of Offer (5:00pm AWST) 19 May 2025
Securities quoted on a deferred settlement basis 20 May 2025
Notification of Shortfall 26 May 2025
Anticipated date for issue of the New Shares 26 May 2025
Anticipated date for dispatch of holding statements 28 May 2025

This timetable is indicative only and subject to change.

This announcement has been authorised for release by the Company’s Company Secretary.

For further information, please contact:

Peter Woodman Peter Muccilli Managing Director Technical Director Tel: +61 8 9322 6322 Tel: +61 8 9322 6322

Level 9, 28 The Esplanade PERTH WA 6000 tel +61 8 9322 6322 fax +61 8 9322 6558 email [email protected] constellationresources.com.au

ABN 57 153 144 211

28 April 2025

Dear Shareholder,

Non-Renounceable Entitlement Offer – Ineligible Shareholders

I am writing to you as the registered holder of shares in Constellation Resources Limited ( Company ) with a registered address outside of Australia, New Zealand, Germany and the United Kingdom.

On 14 April 2025, the Company announced that it was undertaking a non-renounceable pro rata offer of securities to its shareholders on the basis of one (1) new fully paid ordinary share in the Company ( New Share ) for every four (4) shares held at the record date at an issue price of A$0.15 per New Share, to raise approximately $2.36 million (before costs) ( Entitlement Offer ).

The Entitlement Offer is being made by way of an offer document in accordance with section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ), as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84, meaning that no prospectus needs to be prepared.

An offer document in relation to the Entitlement Offer has been lodged with the ASX and will be mailed to Eligible Shareholders (as defined below) on or around 28 April 2025. The offer document is available on both the Company's website www.constellationresources.com.au and the ASX website www.asx.com.au.

This is a letter to inform you that you are not an Eligible Shareholder for the purposes of the Entitlement Offer. This letter is not an offer to issue New Shares to you, nor an invitation to apply for New Shares. You are not required to do anything in response to this letter .

Eligibility Criteria

Shareholders who are eligible to participate in the Entitlement Offer ( Eligible Shareholders ) are those persons who:

  • (a) are registered as a holder of fully paid ordinary shares in the Company ( Shares ) as at 5:00pm (AWST) on Tuesday, 22 April 2025 ( Record Date );

  • (b) have a registered address, on the Company's share register, in Australia, New Zealand, Germany or the United Kingdom;

  • (c) are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent such person holds Shares for the account or benefit of such person in the United States); and

  • (d) are eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus or disclosure document to be lodged or registered.

The Company has determined, pursuant to section 9A of the Corporations Act and ASX Listing Rule 7.7.1(a), that it would be unreasonable to make offers pursuant to the Entitlement Offer to shareholders of the Company who are not Eligible Shareholders ( Ineligible Shareholders ). This is due to the legal and regulatory requirements in countries other than Australia, New Zealand, Germany and the United Kingdom and the potential costs to the Company of complying with these requirements, compared with the relatively small number of shareholders in those countries, the relatively small number of existing Shares that they hold and the relatively low value of New Shares to which those Ineligible Shareholders would otherwise be entitled to subscribe for.

Constellation Resources Limited - Level 9 BGC Centre The Esplanade PERTH WA 6000 tel +618 9322 6322 fax +618 9322 6558 email [email protected] ABN 57 153 144 211 www.constellationresources.com.au

Unfortunately, according to our records, you do not satisfy the eligibility criteria for an Eligible Shareholder as stated above. Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3) of the Corporations Act, the Company wishes to advise you that it will not be extending the Entitlement Offer to you. You will not be sent the documents relating to the Entitlement Offer or be able to subscribe for New Shares under the Entitlement Offer.

Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company. The Company and each of its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law.

If you have any questions in relation to any of the above matters, please contact the Company on (08) 9322 6322 from 9:00am to 5:00pm (AWST), Monday to Friday, during the Entitlement Offer period. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.

On behalf of the Company, we regret that you are not eligible to participate in the Entitlement Offer and thank you for your continued support.

Yours sincerely,

Lachlan Lynch Company Secretary Constellation Resources Limited

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