Announcement PDF Proposed issue of securities Announcement Summary Entity name ESTRELLA RESOURCES LIMITED Announcement Type New announcement Date of this announcement 23/9/2022 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 +securities to be issued ASX +security code +Security description ESROA OPTION EXPIRING 31-JUL-2023 150,000,000 ESR ORDINARY FULLY PAID 150,000,000 Proposed +issue date 30/9/2022 Refer to next page for full details of the announcement Proposed issue of securities 1/7 Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity ESTRELLA 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 Registration Number ABN 39151155207 1.3 ASX issuer code ESR 1.4 The announcement is New announcement 1.5 Date of this announcement 23/9/2022 1.6 The Proposed issue is: A placement or other type of issue Proposed issue of securities 2/7 Proposed issue of securities 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 28/11/2022 Is the date estimated or actual? Estimated ** Approval received/condition met? No Comments Placement shares issued using existing capacity. Free attaching options to the Placement and Broker Options subject to shareholder approval. 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? Yes Details of +securities proposed to be issued ASX +security code and description ESR : ORDINARY FULLY PAID Number of +securities proposed to be issued 150,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? Proposed issue of securities What is the issue price per +security? 3/7 Proposed issue of securities consideration being paid? +security? AUD - Australian Dollar AUD 0.01200 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Attaching +Security Is the proposed attaching 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 Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX) Details of attaching +securities proposed to be issued ASX +security code and description ESROA : OPTION EXPIRING 31-JUL-2023 Number of +securities proposed to be issued 75,000,000 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 Free attaching options to the Placement Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 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 class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional Proposed issue of securities Will the proposed issue of this +security include an offer of attaching +securities? 4/7 Proposed issue of securities No or an 'Existing class' (additional 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 ESROA : OPTION EXPIRING 31-JUL-2023 Number of +securities proposed to be issued 75,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.00010 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 30/9/2022 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 Proposed issue of securities 5/7 Proposed issue of securities 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? 29,931,846 ordinary shares 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 additional 10% placement capacity under listing rule 7.1A? 120,068,154 ordinary 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 Most efficient mechanism for raising funds at this time 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 The Company will pay participating brokers a total of $144,000 (ex GST) for placing funds as part of the Placement, as well as issue 75,000,000 listed options (ASX:ESROA) at an issue price of $0.0001 each. Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Exploration on the Company's Projects and general working capital. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No Proposed issue of securities 6/7 Proposed issue of securities 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) Proposed issue of securities 7/7