Announcement PDF Appendix 3B New issue announcement Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12 Name of entity Estrella Resources Limited ABN 39 151 155 207 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to be issued 1) Fully paid ordinary shares 2) Listed Options (ASX: ESRO) 3) Listed Options (ASX: ESRO) 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 1) 38,500,000 2) 19,250,000 3) 30,769,231 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for +convertible payment; if securities, the conversion price and dates for conversion) 1) Fully paid ordinary shares 2) Listed Options (ASX: ESRO) (exercise price of $0.05, expiring 27 June 2021) 3) Listed Options (ASX: ESRO) (exercise price of $0.05, expiring 27 June 2021) + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 1 Appendix 3B New issue announcement 4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? 1) Yes 2 & 3) Yes – securities rank equally with existing class of quoted options (ASX: ESRO). If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Upon conversion into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with the existing class of quoted ordinary shares. The options do not entitle the holder to participate in the next interest or dividend payment. 5 Issue price or consideration 1) $0.013 per share (total of $500,500) 2) Nil 3) Nil 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 1) 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes Placement as detailed in announcement dated 21 March 2019 2) Free attaching options to subscribers of the Placement on the basis 1 Option for every 2 ordinary shares subscribed 3) Issued to Lead Manager of the Placement as detailed in announcement dated 21 March 2019 If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 21 November 2018 6c Number of +securities issued without security holder approval under rule 7.1 50,019,231 Listed Options (ASX: ESRO) + See chapter 19 for defined terms. Appendix 3B Page 2 01/08/2012 Appendix 3B New issue announcement 6d Number of +securities issued with security holder approval under rule 7.1A 38,500,000 fully paid ordinary shares 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Nil 6f Number of securities issued under an exception in rule 7.2 Nil 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. Yes Issue date: 27 March 2019 15 day VWAP: $0.015 75% of 15 Day VWAP: $0.1125 Source – S&P Capital IQ 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Capacity under rule 7.1 – 23,763,262 securities Capacity under rule 7.1A – 10,688,329 securities See Annexure 1 1) 27 March 2019 2) 27 March 2019 3) 27 March 2019 Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) Number +Class 487,783,292 Ordinary shares 233,980,328 Options exercisable at $0.05 on or before 27 June 2021 + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 3 Appendix 3B New issue announcement 9 10 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Number +Class 42,600,000 Ordinary Shares (restricted until 27 June 2019) 1,375,000 Options exercisable at $0.40 on or before 13 November 2019 8,250,000 Options exercisable at $0.024 on or before 31 March 2020 5,500,000 Options exercisable at $0.05 on or before 15 May 2021 17,000,000 Options exercisable at $0.05 on or before 27 June 2021 (restricted until 27 June 2019) N/A Part 2 - Bonus issue or pro rata issue 11 Is security required? holder approval 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the +securities will be offered 14 +Class of +securities to which the offer relates 15 +Record 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions date entitlements to determine + See chapter 19 for defined terms. Appendix 3B Page 4 01/08/2012 Appendix 3B New issue announcement 18 Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt acceptances or renunciations of 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 5 Appendix 3B New issue announcement 30 How do +security holders sell their entitlements in full through a broker? 31 How do +security holders sell part of their entitlements through a broker and accept for the balance? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of securities (tick one) (a) Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents 35 If the securities are equity securities, the names of the 20 largest holders of the  additional securities, and the number and percentage of additional securities + + + + held by those holders 36 If the securities are equity securities, a distribution schedule of the additional  securities setting out the number of holders in the categories + + + 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional securities  + + See chapter 19 for defined terms. Appendix 3B Page 6 01/08/2012 Appendix 3B New issue announcement Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number 42 +Class Number and +class of all +securities quoted on ASX (including the securities in clause 38) Quotation agreement 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant the following to ASX.  The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 7 Appendix 3B New issue announcement  There is no reason why those +securities should not be granted +quotation.  An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty  Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.  If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: David McEntaggart (Company Secretary) Date 27 March 2019 Print name: + See chapter 19 for defined terms. Appendix 3B Page 8 01/08/2012 Appendix 3B New issue announcement Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities Introduced 01/08/12 Part 1 Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue 429,283,292 Add the following: (All issues converted to post consolidation) • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period 42,600,000 fully paid shares (issued 27/06/18) 20,000,000 fully paid shares (issued 21 August 2018) Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid ordinary securities cancelled during that 12 month period - “A” 491,883,292 + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 9 Appendix 3B New issue announcement Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 73,782,493 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 50,019,231 options (issued 27 March 2019) Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” 50,019,231 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 73,782,493 Note: number must be same as shown in Step 2 Subtract “C” 50,019,231 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 23,763,262 [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. Appendix 3B Page 10 01/08/2012 Appendix 3B New issue announcement Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 491,883,292 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 49,188,329 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A 38,500,000 fully paid shares (issued 27 March 2019) Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” 38,500,000 + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 11 Appendix 3B New issue announcement Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 49,188,329 Note: number must be same as shown in Step 2 Subtract “E” 38,500,000 Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 10,688,329 Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. Appendix 3B Page 12 01/08/2012