Announcement PDF 2025 ANNUAL REPORT Annual Report 2025 1 Annual Report 2025 CONTENTS DIRECTORS’ REPORT 3 AUDITORS’ INDEPENDENCE DECLARATION 19 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 20 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 21 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 22 CONSOLIDATED STATEMENT OF CASH FLOWS 23 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24 CONSOLIDATED ENTITY DISCLOSURE STATEMENT 47 DIRECTORS’ DECLARATION 48 INDEPENDENT AUDITORS’ REPORT 49 SHAREHOLDER INFORMATION 53 CORPORATE DIRECTORY 57 SCHEDULE OF EXPLORATION TENEMENTS 58 2 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re DIRECTORS’ REPORT Your directors present the following report on Estrella Resources Limited (“the Company”) and its wholly owned subsidiaries (together referred to hereafter as “the Group” or “consolidated entity”) for the financial year ended to 30 June 2025. Directors The names of directors in office at any time during or since the end of the period are: Christopher Daws Managing Director Leslie Pereira Non-Executive Chairman John Kingswood Non-Executive Director Unless noted above, all directors have been in office since the start of the financial year to the date of this report. Principal activities The principal activities of the Group during the reporting period were to explore nickel projects in Western Australia. Operating and Financial Review The net loss of the Group for the financial year ended 30 June 2025 amounted to $2,079,754 (2024: loss $2,991,140). The current year loss was incurred from in the ordinary course of the business. The net assets of the Group for the financial year ended 30 June 2025 amount to $24,157,426 (2024: net assets $20,718,594). Risk Management The Group aims to identify material risks and manage these effectively. The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, unpredictable and the extent to which the Board can effectively manage them is limited. The following section is a non-exhaustive list of risks faced by the Group and investors, are not in order of importance or significance and actual events may differ from those described. Exploration and development The future value of the Group will depend on its ability to find and develop resources that are economically recoverable. Mineral exploration and development is a speculative undertaking that may be impeded by circumstances and factors beyond the control of the Group. Success in this process involves, among other things; discovery and proving-up an economically recoverable resource or reserve, access to adequate capital throughout the project development phases, securing and maintaining title to mineral exploration projects, obtaining required development consents and approvals and accessing the necessary experienced operational staff, the financial management, skilled contractors, consultants and employees. The Group is entirely dependent upon its projects, which are the sole potential source of future revenue, and any adverse development affecting these projects would have a material adverse effect on the Group, its business, prospects, results of operations and financial condition. Economic Conditions Factors such as (but not limited to) political movements, stock market fluctuations, interest rates, inflation levels, commodity prices, foreign exchange rates, industrial disruption, taxation changes and legislative or regulatory changes, may all have an adverse impact on operating costs, the value of the Group’s projects, the profit margins from any potential development and the Company’s share price. 3 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re Reliance on key personnel The Group’s success is to a large extent dependent upon the retention of key personnel and the competencies of its directors, senior management, and personnel. The loss of one or more of the directors or senior management could have an adverse effect on the Group’s. There is no assurance that engagement contracts for members of the senior management team personnel will not be terminated or will be renewed on their expiry. If such contracts were terminated, or if members of the senior management team were otherwise no longer able to continue in their role, the Group would need to replace them which may not be possible if suitable candidates are not available. Future funding risk Continued exploration and evaluation is dependent on the Company being able to secure future funding from equity markets. The successful development of a mining project will depend on the capacity to raise funds from equity and debt markets. The Company will need to undertake equity/debt raisings for continued exploration and evaluation. There can be no assurance that such funding will be available on satisfactory terms or at all at the relevant time. Any inability to obtain sufficient financing for the Group’s activities and future projects may result in the delay or cancellation of certain activities or projects, which would likely adversely affect the potential growth of the Group. Unforeseen expenditure risk Exploration and evaluation expenditures and development expenditures may increase significantly above existing projected costs. Although the Group is not currently aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Group and its proposed business plans. Environmental, weather & climate change The highest priority climate related risks include reduced water availability, extreme weather events, changes to legislation and regulation, reputational risk, and technological and market changes. Mining and exploration activities have inherent risks and liabilities associated with safety and damage to the environment, including the disposal of waste products occurring as a result of mineral exploration and production, giving rise to potentially substantial costs for environmental rehabilitation, damage control and losses. Delays in obtaining approvals of additional remediation costs could affect profitable development of resources. Tenure and Access risk While the Group does not anticipate there to be any issues with the grant or renewals of its tenements, there can be no assurance that the application (or future applications) will be granted. Mining and exploration tenements are subject to periodic renewal. The renewal of the term of granted tenure is subject to the discretion of the relevant authorities. Renewal conditions may include increased expenditure or obligations on the Group or compulsory relinquishment of areas of the tenements. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Group. The Groups tenements may overlap third party interests or private property that may limit the Group’s ability to conduct exploration and mining activities. Where the Project overlaps private land, exploration and mining activity on the Project may require authorisation or consent from owners of the land. Restrictions or inability to access the Group’s tenements adversely affect the operations, financial position and/or performance of the Group. 4 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re Review of Operations Estrella Resources Limited (ASX: ESR) (Estrella or Company) is pleased to provide its Review of Operations for the full year ended 30 June 2025. Work Summary Estrella Resources is an innovative resource exploration company which is among a handful of organisations to be a first-mover in the virtually unexplored region of Timor-Leste. While the Company’s focus is firmly on its Timor-Leste assets it also possesses a number of Western Australian based metals projects which have development potential. Timor-Leste Exploration Opportunity Throughout the year, Estrella Resources continued to make exceptional progress in its exploration and development activities in Timor-Leste. Only 6 months was taken from the initial discovery of the Ira Miri manganese prospect in November 2024 to successful drilling in May 2025, including full mobilisation of exploration diamond and RC drill packages by CoreSearch from Darwin. The drilling program represents Timor-Leste’s first ever modern minerals exploration, with a large number of highly prospective targets to be tested across the underexplored region. Post-year end drilling progress Estrella’s Timor-Leste drilling program is currently underway with a diamond drilling rig testing a number of key targets throughout the Company’s Lautém permits. An exploration update released in August advised that the Company has completed its first-pass stratigraphic drilling with sixteen drill holes completed to assist in defining Noni Formation orientation and weathering profile1. Angled drilling is set to commence targeting specific primary manganese beds intersecting the weathering profile outlined in the first-pass exploration. Trenching at Ira Miri is also continuing with in-situ primary manganese bedding within the Noni Formation identified (Figure 1). The Company intends to extract up to a 30,000 tonne bulk sample of manganese oxides from Ira Miri for market appraisal purposes. Figure 1: In-situ secondary manganese enrichment from trenching at Ira Miri1 1 Refer to ASX Announcement dated: 15 August 2025 5 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re The continued drilling and trenching operations follow the highly important completion of drilling at the Company’s first drill hole at Ira Miri, with results reported in June2. The Company successfully intersected 7.76m of manganese oxides from approximately 30cm below surface. The successful drilling of the manganese oxides proved to be strategically important, demonstrating the potential of the manganese to extend beneath surface, while also providing the Company with complete core for geological analysis. Pre-drilling programs and IP surveying Prior to the commencement of drilling in late May 2025, Estrella was highly active in developing an exploration program to prove up a series of compelling targets to support an initial 3,000m diamond and 10,000m RC drilling, as well as a secondary round of exploration consisting of a further 10,000m RC drilling3. While the Company has conducted considerable reconnaissance across its Timor-Leste concessions, Estrella’s sub-surface exploration was particularly significant, assisting to identify potential deeper manganese deposits associated with the high-grade surface outcropping samples. This sub-surface exploration primarily consisted of Induced Polarisation (IP) surveying and was focussed on the Ira Miri and Sica, prospects, located in the Company’s Lautém licenses and the Samalari prospect within the Baucau Exploration and Evaluation Licenses (Figure 2). Figure 2: Tenure map showing the Ira Miri, Sica and Lalena Manganese Prospects 2 3 Refer to ASX Announcement dated: 23 June 2025 Refer to ASX Announcement dated: 4 April 2025 6 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re In November, the Company announced positive initial results from IP trials conducted over outcropping manganese oxide4. One key IP line was completed over the southern side of the Samalari Prospect, where supergene manganese mineralisation was found outcropping in the creek wall approximately 450m south of the main deposit. The IP line returned a low resistivity response 70m west of the line centre point, correlating with the known manganese mineralisation at surface. Further IP trials were also reported in December, with encouraging results from the Sica and Ira Miri prospects. Both surveys returned low-resistivity anomalies, which, although preliminary, are considered highly encouraging5. The IP data is consistently being evaluated to compare with the Company’s emerging drilling results, exploration model and its relation to outcropping material identified through prospecting. Figure 3 shows IP Line 1 over the Ira Miri Prospect where drilling and trenching activities are currently underway. Outcropping material formed the centre of the IP line (at station 32 in Figure 3) and a low-resistivity anomaly was detected running eastwards and shallowly into the hill from that point. Supergene manganese is generally conductive and is capable of producing the response seen, buried below the much more resistive Baucau Limestone which was deposited over the top. Figure 3: IP surveying at the Ira Miri prospect Consistent Discovery and Development of New Prospects Prior to the Company commencing Timor-Leste’s first ever modern minerals-focussed drilling, the Company delivered a series of highly encouraging samples from mapping and reconnaissance activities across its concessions and permits. In August, the Company announced a new high-grade manganese discovery at the Sica Prospect with pXRF determinations in the field ranging between 59% - 26% Mn6. The discovery was made through mapping the prospective geology of the Lalena Prospect toward the northeast. Mineralisation at Sica consists of surface concentrations of manganese-rich cobblestones derived from weathering of the Noni Formation and subsequent erosion of supergene enrichment. Remnant supergene material was found over several hundred metres and is derived from in-situ manganese now mostly covered in scree from overlying limestones. Refer to ASX Announcement dated: 26 November 2024 Refer to ASX Announcement dated: 16 December 2024 6 Refer to ASX Announcement dated: 1 August 2024 4 5 7 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re Surface samples were collected and exported to Australia for laboratory analysis, which delivered high-grade manganese assays. In September, following the award of the Baucau concessions, Estrella announced the Samalarí manganese discovery, located just 5km from the city of Baucau7. Outcropping manganese oxides at Samalarí have been mapped over 1.7km and is open along strike where the Noni Formation heads under cover. Within this zone is a 600m section of continuously outcropping manganese supergene and chert beds. Prospecting activities continued into October, with the Company reporting rock chip assays from the Sica and Lalena Prospects, with mineralisation at these sites consisting of surface concentrations of manganese-rich cobblestones derived from the erosion of a supergene blanket8. Rock chip samples from Sica returned between 46% and 57% Mn and rock chips received for Lalena prospect ranged between 19% and 56% Mn. Later in the month, a significant new supergene manganese exposure was identified approximately 500m south of the main Samalari outcrop. The extensive outcrop demonstrates the potential for significant manganese mineralisation with the supergene manganese extending between 2m to 6m in width (Figure 4). Figure 4: large scale supergene manganese outcrop located near the Samalari prospect9 In November, Estrella made two additional in-situ supergene manganese discoveries within the granted exploration licenses at the Lautém Manganese Project10. These new discoveries at Ira Miri and an expanded Sica zone were made through developments in the Company’s geological model, which blends regional stratigraphy with the distribution of mineralisation forms identified in the tenure. The outcrop at Ira Miri consists of the top three metres of an in-situ, secondary supergene blanket hosted in the Noni Formation. Mineralisation is obscured by scree from overlying limestones. Meanwhile, the Sica Prospect, first discovered in August, consists of a surface layer of high-grade supergene manganese rubble. Further refinement of the exploration model allowed Estrella’s geological team to predict the source of manganese-rich cherts and associated supergene zones in the hills above the Sica valley. Refer to ASX Announcement dated: 30 September 2024 Refer to ASX Announcement dated: 11 October 2024 9 Refer to ASX Announcement dated: 16 October 2024 10 Refer to ASX Announcement dated: 18 November 2024 7 8 8 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re Werumata Limestone Project Concurrent with the Company’s manganese exploration activities, Estrella is also progressing its Werumata limestone project, with potential for future drilling campaign targeting large 3.9km2 prospective area. In May, Estrella announced the signing of a Master Agreement with PT Raka Energi Mandiri (REM), a leading Indonesian mining services company, to assist in marketing and selling limestone from its Timor-Leste mining concessions11. Under the Master Agreement, Estrella has granted REM exclusive marketing and offtake rights for the purchaser and sale of limestone in Indonesia. The partnership has established a sales target of up to 500 million dry metric tonnes of limestone over five years from the first shipment. REM will be entitled to unlisted share options exercisable at A$0.05 for each tonne of limestone that is ordered and paid over this five-year period as consideration. The obligations of the parties under the Master Agreement and the entry into a definitive Offtake Agreement is subject to Estrella achieving several development milestones, including a JORC compliant resource and completion of a scoping study by Q4 CY25. Expansion of Tenure and Strategic Positioning On the concession and licensing front, Estrella Resources significantly expanded its footprint in Timor-Leste during the reporting period. Estrella successfully converted some of its concessions to Evaluation Licenses (EEL’s) which requires successful exploration results from the initial activity on granted Reconnaissance Permits (RP’s). The upgrade allows the holder to pursue much more intensive exploration such as road development, trenching and drilling. In May, Estrella announced that it had successfully converted Four Reconnaissance Permits to Exploration and Evaluation Licenses, increasing from 121.5 km2 to 268.7 km2. 12 These granted EEL’s include the exploration of limestone, with all four licenses demonstrating significant amounts of clean limestone and cover the location of the emerging Werumata project. Western Australian Assets The Company continues to maintain resource projects with development potential in Western Australia. At the Carr Boyd Ni/Cu Project, the Company has appointed a full-time caretaker on-site allowing for a quick resumption of exploration activities if/when warranted. Discussions around potential future work at the site includes the drilling of high-priority nickel targets defined by the 2023 TargetEm and AFMAG programs. The Company also maintains the Spargoville nickel project, where the project remains a development opportunity, pending changes to the nickel market. While the Company continues to possess these additional assets, development of Estrella’s emerging project in Timor-Leste reflects the Company’s primary focus. Compliance Statement With reference to previously reported Exploration Results, the Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement, and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements. 11 12 Refer to ASX Announcement dated: 21 May 2025 Refer to ASX Announcement dated: 14 May 2025 9 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re Significant changes in the state of affairs Corporate On 2 September 2024, the Company issued 58,333,333 fully paid ordinary shares at deemed issue price of $0.006 per share to raise $350,000 under the Company’s existing placement capacity. On the same day, the Company issued 8,000,000 Listed Options (ASX: ESROB) expiring 13 December 2026 as introduction and facilitation fee to strategic investment partner. On 4 October 2024, the Company issued 8,000,000 Listed Options expiring 13 December 2026 as a non-cash consideration to employees and service providers under the Employee share and incentive plan (ESIP). On 21 October 2024, the Company announced the issue 83,333,333 fully paid ordinary shares at deemed issue price of $0.015 per share to raise $1,250,000 under the Company’s existing placement capacity and includes one free attaching listed option (ASX: ESROB) for every two shares subscribed and paid for in the placement. 41,666,667 ESROB listed options are exercisable at $0.018 expiring 13 December 2026. The placement was issued in two tranches on 21 October 2024 and 13 November 2024. The issue was 2,500,000 listed options exercisable at $0.018 expiry 13 December 2026 (ESROB) will be issued to a non-related third-party as a facilitation fee to the strategic investor. On 6 December 2025 the Company issued 60,000,000 performance rights to Directors approved by shareholders at the AGM held on 28 November 2024. On 21 January 2025 the Company’s 25,750,000 unlisted options exercisable at $0.06 expired unexercised. On 31 January 2025 the Company announced a placement to raise $3,750,000 with the issue of 125,000,000 fully paid ordinary shares at an issue price of $0.03 per share. On 7 February 2025 and 19 February 2025, the Company converted 24,000,000 performance rights to 24,000,000 fully paid ordinary shares upon the condition of achieving a market cap of $20million and $50million being met as approved by shareholders at the 2023 AGM. Also converted on 19 February 2025 were 48,333 unlisted options with at expiry date of 1 December 2025 and exercise price of $0.03. On 19 February 2025 1,500,000 shares and 12,250,000 performance rights were issued under the ESIP as a non-cash consideration remuneration to employees. On 24 February 2025 99,996 unlisted options were exercised and converted to 99,996 fully paid ordinary shares. On 24 March 2025 the Company issued 1,500,000 unquoted zero exercise price options with an expiry of 17 March 2027 under ESIP and 5,000,000 unquoted options with an exercise price of $0.04 and expiry of 31 March 2028 to corporate advisors. On 14 April 2025 the Company’s 20,000,000 unlisted options exercisable at $0.06 expired unexercised. On 2 May 2025 20,000 unlisted options were exercised with at expiry date of 1 December 2025 and exercise price of $0.03. On 30 June 2025 the Company announced an investment of $5,000,000 from the issue of 136,761,488 ordinary fully paid shares at an issue price of $0.037. This issue required shareholder approval and was issued post balance date on 18 August 2025. In the opinion of the Directors, other than the matters as outlined in the operations report above, or as set out in the financial statements and notes thereto, there were no significant changes in the state of affairs of the Group during the financial year. Dividends In respect to the current year, no dividends were paid or declared during the period by the Company and no recommendation is made as to dividends. Corporate Governance Statement The Company has disclosed its corporate governance statement on the Company website at www.estrellaresources.com.au/corporate-governance/. 10 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re Events subsequent to the reporting period On 18 August 2025, the Company issued 136,761,488 ordinary shares at $0.037 per share, and 3,676,471 listed options, expiring 13 December 2026 with the exercise price of $0.018 as compensation for a fee. Also issued as 2,000,000 fully paid ordinary shares upon the conversion of 2,000,000 performance rights. On 19 August 2025, the Company issued four tranches 15,000,000 performance rights per tranche to directors after receiving approval at the general meeting held on 15 August 2025. The following conditions apply to the performance rights: Class Condition Expiry Number Performance Rights 1 Company trading at 20day VWAP of $200m, 19/8/2028 15,000,000 Performance Rights 2 Company achieving a JORC Limestone resource 19/8/2028 15,000,000 Performance Rights 3 Company receiving Timor port export approvals 19/8/2028 15,000,000 Performance Rights 4 Company receiving payment of Limestone, 19/8/2028 15,000,000 On 19 August 2025, the Company issued 2,222,222 ordinary shares upon the conversion of 2,000,000 Class E performance rights and 222,222 quoted options. On 17 September 2025, the Company issued 1,011,000 Ordinary shares upon the conversion of 1,000,000 unquoted options and 11,000 quoted options. Other than the above, no matters or circumstances since the end of the year have occurred that have significantly affected or may significantly affect the operations, the results of the operations or the state of affairs of the Group in subsequent financial years. Likely future developments and expected results Further information, other than as disclosed this report, about likely developments in the operations of the Company and the expected results of those operations in future years has not been included in this report as disclosure of this information would be likely to result in unreasonable prejudice to the Company. Environmental issues The consolidated entity’s operations are subject to the laws and regulations pertaining to mining exploration operations in Australia. As at the date of this Report the consolidated entity has not been notified of any breach of any such laws or regulations. 11 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re Information on Directors DIRECTOR DETAILS Leslie Pereira Non-Executive Chairman Qualifications B.App.Sci.(Biology) B.App.Sci. (Chiropractic) C.C.S.P. Appointment Date 1 February 2019 Experience Mr Pereira is a WA based businessman and investor in the resources sector. Mr Pereira has previously held senior management positions overseeing active mining operations in Indonesia. He has been actively involved in capital raisings and promotions of a number of publicly listed companies. 13,975,769 Ordinary Shares 1,354,076 Listed Options 5,000,000 Unlisted Options exercisable at $0.03 on or before 1 December 2025 46,000,000 performance rights Interest in share and options Other directorships in listed entities held in the previous three years Nil Christopher Daws Managing Director Qualifications - Appointment Date 18 November 2020 Experience Mr Daws is an experienced mining executive having previously been involved with Niagara Mining (Poseidon), US Nickel and KMC Limited. Mr Daws is a Director and founder of Apollo Phoenix Resources Pty Ltd and a Director of Nimbus Mines Pty Ltd. Mr Daws is responsible for running the day-to-day operations of the Company. 44,762,265 Ordinary Shares 3,656,226 Listed Options 5,000,000 Unlisted Options exercisable at $0.03 on or before 1 December 2025 46,000,000 performance rights Interest in share and options Other directorships in listed entities held in the previous three years Nil John Kingswood Non-Executive Director Qualifications - Appointment Date 6 January 2017 Experience Mr Kingswood has over 25 years’ mining experience with significant experience in mining and project management. Mr Kingswood has a track record of acquiring mineral projects and implementing effective strategies. 9,380,000 Ordinary Shares 5,000,000 Unlisted Options exercisable at $$0.03 on or before 1 December 2025 46,000,000 performance rights Interest in share and options Other directorships in listed entities held in the previous three years Nil 12 Annual Report 2025 ESTRELLA RESOURCES LIMITED AND CONTROLLED ENTITIES Re Other Management Mr Steve Warriner – Exploration Manager Date of appointment: 4 January 2021 Mr Warriner is a graduate of the West Australian School of Mines and is a member of the Australian Institute of Geoscientists (AIG). He has over 30 years’ experience in the resource/mining industry in Western Australia and overseas with over 20 of these years exploring for and mining intrusive and extrusive nickel deposits around Western Australia. Mr Warriner brings a wealth of experience to Estrella in the exploration for and exploitation of nickel sulphide deposits. Mr Warriner previously held the position of Chief Geologist at Poseidon Nickel Limited for 14 years. He has held senior management and consulting positions in a number of ASX listed companies including Poseidon Nickel, Western Metals, Barrick Gold, WMC Resources and Fox Resources, where his experience and leadership has led to several new discoveries and successful mining operations, including the recent Golden Swan highgrade nickel discovery with Newexco Geological Consultants, and the Abi Rose and Cerberus discoveries with Neil Hutchison. Mr Stephen Brockhurst – Joint Company Secretary Date of appointment as Company Secretary: 29 October 2020 Mr Brockhurst is the founding Director of Mining Corporate Pty Ltd and has over 15 years’ experience in the finance and corporate advisory industry and has been responsible for the preparation of the due diligence process and prospectuses on a number of initial public offers. His experience includes corporate and capital structuring, corporate advisory and company secretarial services, capital raising, ASX and ASIC compliance requirements. Mr Brockhurst has served on the board and acted as Company Secretary for numerous ASX listed and private companies. Mr Benjamin Smith –Joint Company Secretary Date of appointment: 31 October 2023 Mr Smith is a Chartered Accountant and has over ten (10) years’ expe