ASTRAL RESOURCES NL — Capital/Financing Update 2023

Jan 11, 2023

ASX/ NEWS RELEASE

12 January 2023

ISSUE OF PERFORMANCE RIGHTS

Astral Resources NL (“ Astral ” or “ the Company ”) advises of the issue of 9,567,500 unquoted performance rights to eligible employees pursuant to the terms and conditions of the Company’s Employee Incentive Plan. This includes the issue of 3,437,500 performance rights issued to the Managing Director as approved at the Company’s 2022 Annual General Meeting.

The performance/vesting conditions for each tranche of performance rights issued are summarised in Annexure A to this announcement. The other terms and conditions of the performance rights and a summary of the Employee Incentive Plan are included in the Company's 2022 Notice of Annual General Meeting released on 12 October 2022.

An Appendix 3G will follow release of this announcement in relation to the abovementioned performance rights.

This announcement has been approved for release by the Company Secretary.

Yours sincerely

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Brendon Morton Company Secretary

ANNEXURE A – PERFORMANCE/VESTING CONDITIONS FOR PERFORMANCE RIGHTS

	Number of
Tranche	Performance	Performance/Vesting Conditions	Expiry Date
	Rights
2023A	2,870,250	The 2023A Performance Rights are retention incentives which are not subject to performance conditions. The vesting conditions are that the Performance Rights will vest in equal tranches over a 2.5 year period as follows: • 20% of the 2023A Performance Rights vest 30 June 2023 • 40% of the 2023A Performance Rights vest 30 June 2024 • 40% of the 2023A Performance Rights vest 30 June 2025	4 years after the date of issue
2023B	3,771,250	The 2023B Performance Rights are subject to the following performance conditions and will vest if and when the conditions are satisfied: • (Mineral Resources)30% of the 2023B Performance Rights vest upon the public announcement by the Company of a total combined Mineral Resource estimate of at least 1.5Moz of Au of at least 1.0g/t Au. • (Ore Reserve) 15% of the 2023B Performance Rights vest upon the public announcement by the Company of a total combined Ore Reserve estimate of at least 0.6Moz of Au of at least 1.0g/t Au. • (Share Price) either o 10% of the 2023B Performance Rights vest 2.5 years after issue if the Company's TSR over the Performance Period is in the 50thto 60thpercentile of the Peer Group or o 50% of the 2023B Performance Rights vest 2.5 years after issue if the Company's TSR over the Performance Period is in at least the 60thto 80thpercentile of the Peer Group. • (ESG) 5% of the 2023B Performance Rights vest 2.5 years after issue if the Company has published in each financial year during the Performance Period the Company's environmental, social and governance strategy either in its annual report or in a stand alone sustainability report.	4 years after the date of issue
2023C	1,044,750	The 2023C Performance Rights are subject to the following performance conditions and will vest if and when the conditions are satisfied: • (Mineral Resources)30% of the 2023C Performance Rights vest upon the public announcement by the Company of a total combined Mineral Resource estimate of at least 1.5Moz of Au of at least 1.0g/t Au. • (Ore Reserve) 50% of the 2023C Performance Rights vest upon the public announcement by the Company of a total combined Ore Reserve estimate of at least 0.6Moz of Au of at least 1.0g/t Au.	4 years after the date of issue

ANNEXURE A – PERFORMANCE/VESTING CONDITIONS FOR PERFORMANCE RIGHTS

		• (Share Price) either o 10% of the 2023C Performance Rights vest 2.5 years after issue if the Company's TSR over the Performance Period is in the 50thto 60thpercentile of the Peer Group or o 15% of the 2023C Performance Rights vest 2.5 years after issue if the Company's TSR over the Performance Period is in at least the 60thto 80thpercentile of the Peer Group. (ESG) 5% of the 2023C Performance Rights vest 2.5 years after issue if the Company has published in each financial year during the Performance Period the Company's environmental, social and governance strategy either in its annual report or in a stand alone sustainability report.
2023D	1,881,250	The 2023D Performance Rights are subject to the following performance conditions and will vest if and when the conditions are satisfied: • (Mineral Resources)60% of the 2023D Performance Rights vest upon the public announcement by the Company of a total combined Mineral Resource estimate of at least 1.5Moz of Au of at least 1.0g/t Au. • (Ore Reserve) 20% of the 2023D Performance Rights vest upon the public announcement by the Company of a total combined Ore Reserve estimate of at least 0.6Moz of Au of at least 1.0g/t Au. • (Share Price) either o 10% of the 2023D Performance Rights vest 2.5 years after issue if the Company's TSR over the Performance Period is in the 50thto 60thpercentile of the Peer Group or o 15% of the 2023D Performance Rights vest 2.5 years after issue if the Company's TSR over the Performance Period is in at least the 60thto 80thpercentile of the Peer Group. (ESG) 5% of the 2023D Performance Rights vest 2.5 years after issue if the Company has published in each financial year during the Performance Period the Company's environmental, social and governance strategy either in its annual report or in a stand alone sustainability report.	4 years after the date of issue