Estrella receives $5m as Strategic Investor exercises option
Released
Released
Announcement PDF
ASX:ESR
ASX Announcement
30 June 2025
Estrella Receives $5m as Strategic Investor
Exercises Option
HIGHLIGHTS
•
Estrella Strategic Investor exercises its Option under the Subscription Agreement
previously announced on 2 September 2024 to contribute a further $5,000,000 to the
Company subject to Shareholder Approval.
•
The strategic investor will contribute $5,000,000 and receive 136,761,488 fully-paid
ordinary shares representing a 20% discount to the 10-day VWAP of $0.0457 prior
to the date of exercise of the option.
•
Funds to be utilised for further manganese and Limestone exploration, resource
drilling and mine development studies
Estrella Resources Limited (ASX: ESR) (“Estrella” or the “Company”) is pleased to announce
that the Strategic Investor has exercised its “Tranche 2 Subscription Option” as per the
subscription agreement entered into and announced on 2 September 2024.
Pursuant to the Subscription Agreement, the Option has been exercised by the Subscriber for
the Tranche 2 Subscription Shares. The issue of the Tranche 2 Subscription Shares to the
Subscriber (and/or its nominee) is subject to the Company obtaining prior shareholder
approval, which the Company will seek under best endeavours at an upcoming general
meeting of Shareholders anticipated to be held around mid-August.
The Company has included a summary of the material terms of the Subscription Agreement
as set out in Appendix 1 of this announcement. For further information on the Subscription
Agreement please see the Company’s announcement on 2 September 2024.
_________________________________________________________________________________________________________
Office Address London House, Level 8, 216 St Georges Terrace, PERTH WA 6000 Postal Address GPO Box 2517, PERTH WA 6831
Phone +61 8 9481 0389 Fax +61 8 9463 6103
Email info@estrellaresources.com.au
ASX:ESR
Commenting on the full uptake of the Subscription Agreement, Estrella Managing
Director Chris Daws said:
“The exercise of the option to subscribe for $5 million worth of shares represents substantial
validation of our rapid, first-mover strategy in the virtually unexplored region of Timor-Leste.
The investment, which substantially improves Estrella’s balance sheet, occurs at a very exciting
time, having recently completed the first ever modern metallic minerals drilling in Timor-Leste’s
history and encountering some highly prospective results. The Company is currently conducting
an initial 3,000m diamond and 10,000m RC drilling campaign with a secondary round of drilling
expected to consist of a further 10,000m RC drilling, subject to geological review. The Company
is concurrently accelerating a compelling limestone opportunity with a transformative
partnership to drive sales already in place.
While I am thrilled to deliver a substantial funding package for the Company, I am also pleased
in the structure of the Agreement. The strategic investment has successfully raised capital at a
premium to the initial tranche, which at the time proved vital to our emerging exploration in
Timor-Leste.
With strong support from local Timor-Leste communities and its nascent mining industry, I am
pleased to say Estrella also possesses strong support from its institutional shareholders.”
The Company is obligated in line with the Subscription Agreement to pay the following fee in
settlement of the Tranche 2 Subscription option:
•
2.5% of the value of the Tranche 2 Subscription amount, which may be settled in cash,
shares or ESROB options (at the election of the Company at the time of receipt of funds
for the issue of Tranche 2 Subscription Shares).
The issue of any shares or ESROB options in respect of the fee for Tranche 2 Subscription
Shares will be subject to shareholder approval.
_________________________________________________________________________________________________________
Office Address London House, Level 8, 216 St Georges Terrace, PERTH WA 6000 Postal Address GPO Box 2517, PERTH WA 6831
Phone +61 8 9481 0389 Fax +61 8 9463 6103
Email info@estrellaresources.com.au
ASX:ESR
Settlement of the issue of the Tranche 2 Subscriptions Shares (being 136,761,488 shares) to
the Subscriber (and/or its nominee) at an issue price of $0.03656 per share is subject to and
conditional upon approval by Shareholders under ASX Listing Rule 7.1, with funds held on
trust by the Company until the issue has been made. The funds will be used to advance ESR
interests in Timor-Leste and working capital.
This announcement is authorised for release by the Board of Estrella Resources Limited.
ENDS
FURTHER INFORMATION CONTACT
Christopher J. Daws
Managing Director
Estrella Resources Limited
+61 8 9481 0389
info@estrellaresources.com.au
_________________________________________________________________________________________________________
Office Address London House, Level 8, 216 St Georges Terrace, PERTH WA 6000 Postal Address GPO Box 2517, PERTH WA 6831
Phone +61 8 9481 0389 Fax +61 8 9463 6103
Email info@estrellaresources.com.au
ASX:ESR
Appendix 1 – Summary of Subscription Agreement (refer to announcement on 2
September 2024)
Subscriber
Tranche 1 Subscription
Amount
Tranche 1 Subscription Price
Tranche 1 Subscription
Shares
Tranche 1 Conditions
Precedent
Option
Option Period
Exercise of Option
Tranche 2 Subscription
Amount
Tranche 2 Subscription Price
MJ Ratta Investments Pty Ltd as trustee for the M and J Ratta
Trust
$350,000
$0.006
58,333,333 Shares
Tranche 1 Completion is subject to and condition upon:
(a) the Company obtaining all necessary shareholder and
regulatory approvals (if any) to issue the Tranche 1
Subscription Shares; and
(b) the Company and the Subscriber entering into a Royalty
Deed in respect of the Royalty.
Subject to Tranche 1 Completion occurring, the Company
grants the Subscriber an option to subscribe for additional
Shares under the Tranche 2 Subscription (“Option”).
The Option will be exercisable by the Subscriber (or its
nominee) at any time from the date on which Tranche 1
Completion occurs until the date which is 90 days after the
date on which the Company releases an ASX announcement
confirming the delivery and outcomes of a feasibility study in
relation to the Timor-Lest Project (“Option Period”).
The Subscriber (or its nominee) may exercise the Option by
providing a written notice to the Company detailing the
Tranche 2 Subscription Amount (“Exercise Notice”). In the
event the Subscriber (or its nominee) does not issue an
Exercise Notice to the Company before the end of the Option
Period, the Option will cease to apply, and the Subscriber (or
its nominee) will have no further rights in connection with the
Tranche 2 Subscription.
The amount the Subscriber wishes to invest under the
Tranche 2 Subscription as detailed by the Subscriber in the
Exercise Notice, provided that such amount must not exceed
$5,000,000.
The higher of:
(a) $0.02 per Share; and
(b) a 20% discount to the VWAP, over the 10 trading days on
which trades in Shares on ASX actually occurred,
immediately prior to the date of the Exercise Notice.
_________________________________________________________________________________________________________
Office Address London House, Level 8, 216 St Georges Terrace, PERTH WA 6000 Postal Address GPO Box 2517, PERTH WA 6831
Phone +61 8 9481 0389 Fax +61 8 9463 6103
Email info@estrellaresources.com.au
ASX:ESR
Tranche 2 Subscription
Shares
Tranche 2 Conditions
Precedent
Royalty
Security
The number of Shares being equal to the Tranche 2
Subscription Amount divided by the Tranche 2 Subscription
Price.
Tranche 2 Completion is subject to and condition upon the
Company obtaining all necessary shareholder and regulatory
approvals to issue the Tranche 2 Subscription Shares.
On and from the Tranche 1 Completion Date, the Company
grants the Subscriber (or its nominee) a 0.25% gross revenue
royalty on the sale of manganese ore extracted and
recovered from the Timor-Leste Project (“Royalty”). The
obligation to pay the Royalty continues for 5 years from
commencement of first production. In the event the
Subscriber subscribes for and is issued $5,000,000 worth of
Shares under the Tranche 2 Subscription, the percentage of
the Royalty will increase to 0.5% and the term of the Royalty
will increase to 7 years from commencement of first
production.
Under the terms of the Subscription Agreement, the
Company grants the Subscriber the right to register as first
ranking security over the Spargoville Nickel Mineral Rights
until the Company is able to provide the Subscriber with
written notice that 20,000 tonnes of Ore have been delivered
to a port for sale. In the event that the Company is unable to
notify the Subscriber of 20,000 tonnes of Ore being delivered
to the port for sale within 18 months of entering the
Subscription Agreement, the Company will transfer its
interests under the Nickel Rights Agreement and do
everything to reasonable effect the transfer of these rights.
_________________________________________________________________________________________________________
Office Address London House, Level 8, 216 St Georges Terrace, PERTH WA 6000 Postal Address GPO Box 2517, PERTH WA 6831
Phone +61 8 9481 0389 Fax +61 8 9463 6103
Email info@estrellaresources.com.au
Share your feedback
Discover