Announcement PDF Proposed issue of securities Announcement Summary Entity name ESTRELLA RESOURCES LIMITED Announcement Type New announcement Date of this announcement 11/7/2022 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 New class-code to be confirmed Options exercisable at $0.04 and expiring on 30 October 2023 59,553,572 New class-code to be confirmed Options exercisable at $0.04 and expiring on 30 October 2023 5,000,000 ESR ORDINARY FULLY PAID 119,107,144 Proposed +issue date 15/7/2022 Refer to next page for full details of the announcement Proposed issue of securities 1/8 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 11/7/2022 1.6 The Proposed issue is: A placement or other type of issue Proposed issue of securities 2/8 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 15/11/2022 Is the date estimated or actual? Estimated ** Approval received/condition met? No Comments Shareholder approval required for the issue of free attaching options and Lead Manager options 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 119,107,144 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes Proposed issue of securities 3/8 Proposed issue of securities In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.01750 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)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? Yes equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.04 and expiring on 30 October 2023 +Security type Options Number of +securities proposed to be issued 59,553,572 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 on a 1 for 2 basis to the Placement shares Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Proposed issue of securities 4/8 Proposed issue of securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0400 30/10/2023 Details of the type of +security that will be issued if the option is exercised ESR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX: ESR) Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. 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)? New class Will the proposed issue of this +security include an offer of attaching +securities? No Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? Yes equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.04 and expiring on 30 October 2023 +Security type Options Proposed issue of securities 5/8 Proposed issue of securities Number of +securities proposed to be issued 5,000,000 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 Options issued to Lead Manager as part consideration for acting as Lead Manager to the Placement Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0400 30/10/2023 Details of the type of +security that will be issued if the option is exercised ESR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX: ESR) Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Part 7C - Timetable 7C.1 Proposed +issue date 15/7/2022 Proposed issue of securities 6/8 Proposed issue of securities 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 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? 119,107,144 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)? No 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? Yes 7E.1a Who is the lead manager/broker? LoftusLane Capital Partners Pty Limited 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% of all funds raised and 5m Lead Manager options (subject to shareholder approval) as included in this Appendix 3B 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 Proposed issue of securities 7/8 Proposed issue of securities Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities To complete DFS for the 5A nickel mine, exploration drilling at Spargoville and Carr Boyd and general working capital 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue The issue of free attaching options and Lead Manager options are subject to shareholder approval and proposed to be quoted subject to satisfaction of the quotation requirements of the ASX Listing Rules. 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 8/8