Estrella Resources Limited (ACN 151 155 207) Loyalty Options Prospectus For a pro-rata non-renounceable entitlement issue of one (1) Loyalty Option (exercisable at $0.018 and expiring on 13 December 2026) for every ten (10) Shares held by those Shareholders registered at the Record Date at an issue price of $0.001 per Loyalty Option to raise up to approximately $175,937 before costs (based on the number of Shares on issue as at the date of this Prospectus) (Loyalty Offer). The Loyalty Offer is not underwritten. The Loyalty Offer closes at 5.00pm (WST) on 18 March 2024. Important Notice This is an important document and should be read in its entirety. This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. If you have any queries about any part of the Prospectus, please contact your professional adviser without delay. The Loyalty Options offered by this Prospectus should be considered speculative. Corporate Directory Directors Share Registry* Christopher Daws (Managing Director) Leslie Pereira (Non-Executive Chairman) John Kingswood (Non-Executive Director) Automic Registry Services Level 5, 191 St Georges Terrace Perth WA 6000 Exploration Manager Telephone: 1300 288 664 (within Australia) or +61 (2) 9698 5414 (outside Australia) Steve Warriner Solicitors Company Secretaries Stephen Brockhurst Benjamin Smith Nova Legal Level 2, 50 Kings Park Road West Perth WA 6005 Registered Office Auditors* Level 8, 216 St Georges Terrace Perth WA 6000 RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 Telephone: +61 8 9481 0389 Email: bens@miningcorporate.com.au Website: https://www.estrellaresources.com.au/ ASX Code ESR * These parties are included for information purposes only. They have not been involved in the preparation of this Prospectus. 2 Contents IMPORTANT INFORMATION ...........................................................................................................4 TIMETABLE AND IMPORTANT DATES ..........................................................................................6 1. DETAILS OF THE LOYALTY OFFER ...................................................................................7 2. RISK FACTORS ..................................................................................................................15 3. PURPOSE AND EFFECT OF THE LOYALTY OFFER .......................................................20 4. RIGHTS ATTACHING TO SECURITIES .............................................................................23 5. ADDITIONAL INFORMATION .............................................................................................27 6. DIRECTORS’ AUTHORISATION ........................................................................................35 7. DEFINITIONS .......................................................................................................................36 3 IMPORTANT INFORMATION GENERAL This Prospectus is dated 27 February 2024 and was lodged with ASIC on that date. Neither ASIC nor ASX, nor any of their officers, take any responsibility for the contents of this Prospectus. This Prospectus expires 13 months from the date it was lodged with ASIC. No Loyalty Options will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. An application will be made to ASX for the quotation of the Loyalty Options the subject of this Prospectus in accordance with the timetable set out at the commencement of this Prospectus. In preparing this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. This Prospectus is issued pursuant to section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities or options to acquire continuously quoted securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all information that would be included in a prospectus for an initial public offering. This document is important and it should be read in its entirety. The Loyalty Options to be issued pursuant to this Prospectus should be viewed as a speculative investment and Eligible Shareholders should refer to the Section 2 for details of certain risk factors which are considered to be relevant for the purposes of the Loyalty Offer. Eligible Shareholders should consult their stockbroker, solicitor, accountant or other professional adviser if necessary. No person is authorised to give any information or to make any representation in relation to the Loyalty Offer which is not contained in this Prospectus and any such information may not be relied upon as having been authorised by the Directors. A copy of this Prospectus can be downloaded from the Company's website at https://www.estrellaresources.com.au/. The offer constituted by an electronic version of this Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. Any Shareholder may obtain a hard copy of this Prospectus by contacting the Company. A number of terms and abbreviations used in this Prospectus have defined meanings set out in Section 7. OVERSEAS SHAREHOLDERS Loyalty Options will not be issued pursuant to this Prospectus in jurisdictions outside Australia and New Zealand. The distribution of this Prospectus in jurisdictions outside of Australia and New Zealand may be restricted by law and therefore persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the applicable securities law. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Loyalty Options these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Loyalty Offer is not being extended and Loyalty Options will not be issued to Shareholders with a registered address which is outside Australia and New Zealand. This Prospectus does not, and is not intended to, constitute an offer of securities in any jurisdiction where, or to any person to whom, it would be unlawful to make such an offer or issue. This Prospectus has not been, nor will it be lodged, filed or registered with any regulatory authority under the securities laws of any other country. 4 RISK FACTORS Refer to Section 2 for details of the risks associated with an investment in the Company. As with any securities investment, there are risks associated with investing in the Company. Investors should be aware that an investment in the Company involves risks that may be greater than risks associated with an investment in some other companies. The principal risks that could affect the financial and market performance of the Company are detailed in Section 2 of this Prospectus. The Loyalty Options on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the Company, investors should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can be effectively managed is limited. Risks of investing in the Company’s existing assets and general risks are set out in Section 2 of this Prospectus. Careful consideration should be given to all matters raised in this Prospectus and the relative risk factors prior to applying for Loyalty Options offered for subscription under this Prospectus. Investors should consider the risk factors described in Section 2, together with the information contained elsewhere in this Prospectus, before deciding whether to apply for Loyalty Options. TARGET MARKET DETERMINATION In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the various target markets for the offer of Loyalty Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website at https://www.estrellaresources.com.au/. By making an application for Loyalty Options under this Prospectus, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. 5 TIMETABLE AND IMPORTANT DATES EVENT DATE Announcement of Loyalty Offer and lodgement of Appendix 3B with ASX Tuesday, 27 February 2024 Lodgement of Prospectus with ASIC and ASX Tuesday, 27 February 2024 Ex date Friday, 1 March 2024 Record Date for determining Shareholders entitled to participate in the Loyalty Offer Monday, 4 March 2024 Prospectus and Entitlement and Acceptance Form despatched to Eligible Shareholders, and Company announces that this has occurred Thursday, 7 March 2024 Opening date of the Loyalty Offer Thursday, 7 March 2024 Last day to extend Closing Date of the Loyalty Offer Wednesday, 13 March 2024 Closing Date (5.00pm WST)* Monday, 18 March 2024 Securities quoted on a deferred settlement basis Tuesday, 19 March 2024 Announcement of results of the Loyalty Offer Monday, 25 March 2024 Last day for the Company to issue the Loyalty Options under the Loyalty Offer and lodge an Appendix 2A Monday, 25 March 2024 * The Directors may extend the Closing Date of the Loyalty Offer by giving at least three (3) Business Days’ notice to ASX prior to the Closing Date. As such the date the Loyalty Options are expected to commence trading on ASX may vary. **Quotation of the Loyalty Options is subject to the Company satisfying the quotation requirements set out in Chapter 2 of the Listing Rules. 6 1. DETAILS OF THE LOYALTY OFFER 1.1 Loyalty Offer The Loyalty Offer is being made as a pro-rata non-renounceable entitlement issue of one (1) Option (Loyalty Option) for every ten (10) Shares held by those Shareholders registered at the Record Date at an issue price of $0.001 per Loyalty Option. In the calculation of any Entitlement, fractions will be rounded down to the nearest whole number. All of the Loyalty Options offered under this Prospectus will be issued with an exercise price of $0.018 and an expiry date of 13 December 2026, being the same terms as the ESROB Options currently on issue. In the event that the Company can satisfy the ASX requirements for quotation of a new class of securities (which includes, among other things, there being a minimum of 100,000 Loyalty Options on issue, with at least 50 holders holding a marketable parcel), the Company will seek quotation of the Loyalty Options. The Company makes no guarantee that any such application for quotation will be successful. Based on the capital structure of the Company as at the date of this Prospectus, approximately 175,937,187 Loyalty Options will be issued pursuant to the Loyalty Offer to raise up to approximately $175,937 (before costs). As at the date of this Prospectus, the Company has 325,300,000 listed Options and 70,750,000 unlisted Options on issue, all of which may be exercised prior to the Record Date in order to participate in the Loyalty Offer. Please refer to Section 3.4 for information on the exercise price and expiry date of the unlisted Options on issue. As at the date of this Prospectus, the Company has 36,000,000 Performance Rights on issue. The vesting conditions are not capable of being satisfied prior to the Record Date. Therefore, they will not be able to be converted into Shares prior to the Record Date to participate in the Loyalty Offer. Please refer to Section 3.4 for information on the vesting conditions of the Performance Rights. The full terms and conditions of the Loyalty Options are set out in Section 4.2 of this Prospectus. All of the Shares issued upon exercise of the Loyalty Options will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 4.1 for a summary of the rights and liabilities attaching to Shares. Details of the purpose and effect of the Loyalty Offer and the proposed use of funds raised are set out in Section 3. The number of Loyalty Options to which you are entitled as an Eligible Shareholder is shown on the accompanying personalised Entitlement and Acceptance Form. Please refer to Section 1.4 for details on how to apply for Loyalty Options under the Loyalty Offer. 1.2 Minimum Subscription There is no minimum subscription under the Loyalty Offer. 1.3 Opening and Closing Dates The Loyalty Offer will open for receipt of acceptances on 7 March 2024. The Loyalty Offer will close at 5:00pm (WST) on 18 March 2024, or such later date as the Directors, in their absolute discretion and subject to compliance with the Listing Rules, may determine and provided that the Company gives ASX notice of the change at least three (3) Business Days prior to the Closing Date. 7 1.4 How to Accept the Loyalty Offer Your acceptance of any of the Loyalty Offer must be made by completing the online Entitlement and Acceptance Form available at one of the three links set out below or by paying the application monies electronically by BPAY or EFT in accordance with the instructions set out in the Entitlement and Acceptance Form. You will need to provide your SRN or HIN and postcode to access the online application system. (a) How to access the Entitlement and Acceptance Form If you already have an online account with Automic share registry https://investor.automic.com.au If you don’t have an online account with Automic share registry but want to register for one https://investor.automic.com.au/#/signup If you don’t have an online account with Automic share registry but want to use Automic for this Loyalty Offer only (b) • Select: “Existing Users Sign In” • Once you have successfully signed in, click on “Documents and Statements” > “Other Documents” • Download the Prospectus and Entitlement and Acceptance Form • Select: Estrella Resources Limited from the dropdown list in the ISSUER field • Enter you holder number SRN / HIN (from your latest Holding Statement) • Enter Postcode (Aust only) or Country of Residence (if not Australia) • Tick box “I am not a robot”, then Next • Complete prompts • Once you have successfully signed in, click on “Documents and Statements” > “Other Documents” • Download the Prospectus and Entitlement and Acceptance Form https://investor.automic.com.au/#/loginsah • Select: Estrella Resources Limited from the dropdown list in the ISSUER field • Enter you holder number SRN / HIN (from your latest Holding Statement) • Enter Postcode (Aust only) or Country of Residence (if not Australia) • Tick box “I am not a robot”, then Access • Once you have successfully signed in, click on “Documents and Statements” > “Other Documents” • Download the Prospectus and Entitlement and Acceptance Form What Eligible Shareholders may do The Entitlement and Acceptance Form sets out the number of Loyalty Options you are entitled to subscribe for. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement. You may participate in the Loyalty Offer as follows: (i) if you wish to accept your full Entitlement: (A) take up all of your Entitlement in accordance with the instructions on the accompanying Entitlement and Acceptance Form; and 8 (B) (ii) (iii) (c) pay the application monies for the amount indicated on your Entitlement and Acceptance Form (in full) by BPAY or EFT, so that it is received by no later than 5.00pm WST on the Closing Date; or if you only wish to accept part of your Entitlement: (A) fill in the number of Loyalty Options you wish to accept in the space provided on the Entitlement and Acceptance Form; and (B) pay the appropriate application monies, by BPAY or EFT so that is received no later than 5.00pm WST on the Closing Date; or if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything. Payment options (i) BPAY® For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®: (A) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and (B) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Loyalty Options which is covered in full by your application monies. If you have more than one shareholding of Shares and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Shareholdings only use the unique customer reference number (CRN) specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same CRN for more than one of your Shareholdings. This can result in your application monies being applied to your Entitlement in respect of only one of your Shareholdings (with the result that any application in respect of your remaining Shareholdings will not be valid). (ii) Electronic Funds Transfer For payment by Electronic Funds Transfer (EFT), please follow the instructions on the Entitlement and Acceptance Form. Multiple acceptances must be paid separately. You should be aware of your financial institution’s cut-off time and any associated fees with processing an EFT. It is your responsibility to ensure funds are submitted correctly by the Closing Date and time. Please note that should you choose to pay by EFT: (A) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and 9 (B) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Loyalty Options which is covered in full by your Application monies. Please ensure you use your unique payment reference number located on the Entitlement and Acceptance Form. This will ensure your payment is processed correctly. Failure to do so may result in your funds not being allocated to your application and your Entitlement subsequently not being issued. It is your responsibility to ensure that your completed Entitlement and Acceptance Form and payment of application monies is received by the share registry by no later than 5:00 pm (WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Loyalty Options will be refunded. No interest will be paid on any application monies received or refunded. 1.5 Shortfall Offer Any Entitlement to Loyalty Options not taken up pursuant to the Loyalty Offer will form part of the Shortfall Offer (Shortfall Options). The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three (3) months following the Closing Date of the Loyalty Offer. The issue price for each Shortfall Option to be issued under the Shortfall Offer shall be $0.001 being the price at which Loyalty Options have been offered under the Loyalty Offer. Applications for Shortfall Options must be made by completing the Shortfall Offer Application Form and providing the Company with payment for those Shortfall Options in accordance with the instructions on the Shortfall Offer Application Form. A Shortfall Application Form may be provided, together with a copy of this Prospectus, to other investors who are not currently Shareholders who are invited to participate in the Shortfall Offer. The Directors reserve the right to issue Shortfall Options at their absolute discretion, subject to any restrictions imposed by the Corporations Act and the Listing Rules. Accordingly, do not complete a Shortfall Offer Application Form unless directed to do so by the Company. There is no guarantee that Applicants under the Shortfall Offer will receive any Shortfall Options applied for under the Shortfall Offer. The Directors reserve the right to issue to an Applicant a lesser number of Shortfall Options than the number for which the Applicant applies, or to reject or scale back an Application for Shortfall Options, or to not proceed with placing the Shortfall Options. In that event, Application Monies will be refunded by the Company (without interest) in accordance with the provisions of the Corporations Act. The Company will have no liability to any Applicant who receives less than the number of Shortfall Options they applied for under the Shortfall Offer. 1.6 Non-renounceable The Loyalty Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement. 1.7 Underwriting The Loyalty Offer is not underwritten and no lead manager has been appointed in connection with the Loyalty Offer. 10 1.8 ASX Listing Application for Official Quotation of the Loyalty Options offered pursuant to this Prospectus will be made in accordance with the timetable set out at the commencement of this Prospectus. If ASX does not grant Official Quotation of the Loyalty Options offered pursuant to this Prospectus, or if the Company does not meet the minimum requirements to be granted Official Quotation of the Loyalty Options, then those Loyalty Options will still be issued, however will not be quoted on ASX. The fact that ASX may grant Official Quotation to the Loyalty Options is not to be taken in any way as an indication of the merits of the Company or the Loyalty Options now offered for subscription. 1.9 Issue of Loyalty Options Loyalty Options issued pursuant to the Loyalty Offer will be allotted in accordance with the Listing Rules and timetable set out at the commencement of this Prospectus. Loyalty Options issued pursuant to the Shortfall Offer will be issued on a progressive basis. Where the number of Loyalty Options issued is less than the number applied for, or where no allotment is made surplus application monies will be refunded without an interest to the Applicant as soon as practicable. Pending the allotment and issue of the Loyalty Options or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest. Holding statements for Loyalty Options issued under the Loyalty Offer will be mailed in accordance with the Listing Rules and timetable set out at the commencement of this Prospectus and for Shortfall Options issued (if any) as soon as practicable after their issue. 1.10 CHESS and Issuer Sponsorship The Company will not be issuing option certificates. The Company is a participant in Clearing House Electronic Sub-Register System (CHESS), for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation. Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Loyalty Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. 1.11 Risks As with any securities investment, there are risks associated with investing in the Company. The principal risks that could affect the financial and market performance of the Company are detailed in Section 2 of this Prospectus. The Loyalty Options on offer under this Prospectus should be considered speculative. Accordingly, before deciding to invest in the 11 Company, investors should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice. 1.12 Overseas Shareholders The Loyalty Offer and Shortfall Offer do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Loyalty Options these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Loyalty Offer is not being extended and Loyalty Options will not be issued to Shareholders with a registered address which is outside Australia or New Zealand. In relation to the Shortfall Offer, the distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are residents in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. No action has been taken to register or qualify the Shortfall Offer or the Shortfall Options, or to otherwise permit a public offering of the Shortfall Options under the Shortfall Offer in any jurisdiction outside Australia. New Zealand The Loyalty Offer (and Shortfall Offer) is not being made to the public in New Zealand other than to existing Shareholders with registered addresses in New Zealand to whom the Loyalty Offer is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. Nominees and custodians Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident in other jurisdictions are responsible for ensuring that applying for Loyalty Options under the Loyalty Offer (or Shortfall Offer) does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form (or Shortfall Offer Application Form) will be taken by the Company to constitute a representation that there has been no breach of those regulations. 1.13 Representations The return of the Application Form or otherwise applying for Loyalty Options under the Loyalty Offer (or Shortfall Offer) will be taken by the Company to constitute a representation by the Applicant that it: (a) has received a printed or electronic copy of this Prospectus accompanying the form and has read it in full; 12 1.14 (b) agrees to be bound by the terms of this Prospectus and the Constitution; (c) has obtained all necessary approvals and complied with all relevant laws and regulations for the purposes of Section 1.12 (to the extent that they are applicable) and confirms its eligibility in respect of an offer of securities under the applicable Offer; (d) declares that all details and statements in the Application Form are complete and accurate; (e) declares that it is over 18 years of age and has full legal capacity and power to perform all of its rights and obligations under the Application Form; (f) acknowledges that once the Application Form is returned or payment is made its acceptance may not be varied or withdrawn; (g) agrees to being issued the number of new securities that it applies for (or such other number issued in accordance with this Prospectus); (h) authorises the Company to register it as the holder(s) of the Loyalty Options issued to it under the applicable Offer; (i) acknowledges that the information contained in this Prospectus is not investment advice or a recommendation that the Loyalty Options are suitable for it, given its investment objectives, financial situation or particular needs; and (j) authorises the Company and its officers or agents to do anything on its behalf necessary for the new securities to be issued to it, including correcting any er