BRIGHTSTAR RESOURCES LIMITED — Capital/Financing Update 2020

Sep 1, 2020

==> picture [463 x 84] intentionally omitted <==

2
September
2020

Stone
Resources
Australia
Limited
completes
divestment
of
Ben
Hur
Project,
paving
way
for
DECA

• SRAL’s
  SPA
  with
  Regis
  Resources
  for
  divestment
  of
  Ben
  Hur
  Project
  has
  successfully completed

• SRAL
  to
  receive
  $10M
  in
  Regis
  shares

• Completion
  fulfils
  a
  key
  condition
  precedent
  of
  the
  Debt
  Equity
  Compromise
  Agreement between
  SRAL
  and
  major
  shareholders

• SRAL
  now
  positioned
  to
  proceed
  to
  seek
  shareholder
  approval
  of
  the
  Debt
  Equity Compromise
  Agreement
  to
  approve
  cancellation
  of
  $53M
  in
  debt
  and
  the
  buy-­‐back
  of
  major shareholders’
  58%
  shareholding

West
Australian
gold
development
company
Stone
Resources
Australia
Limited
( ASX:
SHK )
( SRAL or the Company )
is
pleased
to
announce
that
the
sale
purchase
agreement
( SPA )
with
Regis
Resources Ltd
( Regis )
previously
announced
to
ASX
on
12
August
2020
has
successfully
completed.

Under
the
SPA
and
associated
agreements,
SRAL
will
receive:

• (a) $10
  million
  in
  Regis
  shares
  with
  $9,750,000
  worth
  of
  Regis
  shares
  issued
  today
  (being
  1.82 million
  Regis
  shares
  based
  on
  a
  5-­‐day
  VWAP
  of
  $5.35/share)
  and
  $250,000
  worth
  of
  Regis
  to be
  issued
  on
  or
  about
  on
  11
  November
  2020
  minus
  any
  expenses
  Regis
  incurs
  to
  keep
  the sale
  tenements
  in
  good
  standing;
  and

• (b) a
  1%
  NSR
  on
  Mining
  Lease
  38/339
  commencing
  after
  the
  first
  100koz
  have
  been
  produced from
  M38/339.
  After
  $5
  million
  has
  been
  paid
  under
  the
  royalty,
  the
  royalty
  will
  revert
  to
  a 0.0025%
  NSR
  for
  four
  years.

Completion
of
the
SPA
is
a
key
condition
precedent
of
the
Debt
Equity
Compromise
Agreement ( DECA )
announced
to
ASX
on
25
March
2020
and
as
amended
as
set
out
in
the
ASX
release
on
29 June
2020.

Non-­‐executive
SRAL
director
Bill
Hobba
commented:

“Completion
of
the
SPA
is
a
big
step
forward
in
completing
SRAL’s
recapitalisation
and
realising
the value
of
SRAL’s
South
Brightstar
project
amid
record
high
gold
prices.
We
are
pleased
to
have worked
with
Regis
to
secure
assets
that
will
allow
SRAL
to
meet
its
obligations
to
major
shareholders under
the
DECA,
and
proceed
toward
obtaining
the
necessary
shareholder
approvals
to
finalise
our recapitalisation.”

In
accordance
with
its
obligations
under
the
DECA,
SRAL
is
now
positioned
to
seek
shareholder approval
for
the
transactions
set
out
in
the
DECA,
and
subsequently
pay
major
shareholders
Stone Resources
(HK)
Ltd
( Stone
HK )
and
Stone
Resources
Ltd
(a
Bermudan
entity)
( Stone
Bermuda )
$6

錯誤! 無法識別文件摘要資訊名稱。錯誤! 無法識別文件摘要資訊名稱。 3452-0124-3920v1 3/25 Belgravia Street Belmont WA 6104 Telephone: (618) 9277 6008 Facsimile: (618) 9277 6002 Email: info@stoneral.com.au Website: www. stoneral.com.au ABN 44 100 727 491 ASX Code: SHK Member of AMEC

million
cash
on
completion
of
the
DECA,
and
a
further
$5.4
million
in
SRAL
shares
or
cash,
at
SRAL’s election,
within
36
months
from
12
August
2020.

In
exchange
for
these
payments,
the
DECA
provides
for
(subject
to
shareholder
approval):

• (a) the
  cancellation
  by
  Stone
  HK
  of
  approximately
  $53
  million
  in
  debt
  owed
  by
  SRAL
  to
  Stone
  HK ( Debt
  Cancellation );
  and

• (b) the
  buyback
  by
  SRAL
  of
  approximately
  433
  million
  shares
  held
  by
  Stone
  Bermuda
  and
  Stone HK,
  reducing
  SRAL’s
  issued
  capital
  by
  about
  58%,
  resulting
  in
  Stone
  Bermuda
  and
  Stone
  HK no
  longer
  being
  shareholders
  in
  SRAL
  ( Share
  Cancellation ).

BDO
are
currently
preparing
an
independent
expert’s
report
to
be
circulated
with
shareholder approval
documentation
pursuant
to
which
SRAL
will
seek
shareholder
approval
of
the
Debt Cancellation
and
Share
Cancellation.

SRAL
look
forward
to
updating
the
market
with
further
news
of
the
DECA’s
progression.

This
announcement
is
authorised
by
Non-­‐executive
Director
William
Hobba
on
behalf
of
the
Board
of the
Company.

**For

further
information,
please
contact:**

William
Hobba Non-­‐executive
Director Phone:
+61
8
9277
6008 Email:
miningservicesA1@bigpond.com

Liam
Twigger PCF
Capital
Group Phone:
+61
(0)412
796
632 Email:
liam@pcfcapital.com.au

**CAUTIONARY

NOTE
REGARDING
FORWARD-­‐LOOKING
INFORMATION**

This
Announcement
contains
forward-­‐looking
statements
and
forward-­‐looking
information
within the
meaning
of
applicable
Australian
securities
laws,
which
are
based
on
expectations,
estimates
and projections
as
of
the
date
of
this
Announcement.

This
forward-­‐looking
information
includes,
or
may
be
based
upon,
without
limitation,
estimates, forecasts
and
statements
as
to
management’s
expectations
with
respect
to,
among
other
things,
the timing
and
amount
of
funding
required
to
execute
the
Company’s
exploration,
development
and business
plans,
capital
and
exploration
expenditures,
the
effect
on
the
Company
of
any
changes
to existing
legislation
or
policy,
government
regulation
of
mining
operations,
the
length
of
time required
to
obtain
permits,
certifications
and
approvals,
the
success
of
exploration,
development and
mining
activities,
the
geology
of
the
Company’s
properties,
environmental
risks,
the
availability

錯誤! 無法識別文件摘要資訊名稱。錯誤! 無法識別文件摘要資訊名稱。 3452-0124-3920v1 3/25 Belgravia Street Belmont WA 6104 Telephone: (618) 9277 6008 Facsimile: (618) 9277 6002 Email: info@stoneral.com.au Website: www. stoneral.com.au ABN 44 100 727 491 ASX Code: SHK Member of AMEC

of
labour,
the
focus
of
the
Company
in
the
future,
demand
and
market
outlook
for
precious
metals and
the
prices
thereof,
progress
in
development
of
mineral
properties,
the
Company’s
ability
to
raise funding
privately
or
on
a
public
market
in
the
future,
the
Company’s
future
growth,
results
of operations,
performance,
and
business
prospects
and
opportunities.
Wherever
possible,
words
such as
“anticipate”,
“believe”,
“expect”,
“intend”,
“may”
and
similar
expressions
have
been
used
to identify
such
forward-­‐looking
information.

Forward-­‐looking
information
is
based
on
the
opinions
and
estimates
of
management
at
the
date
the information
is
given,
and
on
information
available
to
management
at
such
time.
Forward
looking information
involves
significant
risks,
uncertainties,
assumptions
and
other
factors
that
could
cause actual
results,
performance
or
achievements
to
differ
materially
from
the
results
discussed
or implied
in
the
forward-­‐looking
information.
These
factors,
including,
but
not
limited
to,
fluctuations in
currency
markets,
fluctuations
in
commodity
prices,
the
ability
of
the
Company
to
access
sufficient capital
on
favourable
terms
or
at
all,
changes
in
national
and
local
government
legislation,
taxation, controls,
regulations,
political
or
economic
developments
in
Indonesia
and
Australia
or
other countries
in
which
the
Company
does
business
or
may
carry
on
business
in
the
future,
operational
or technical
difficulties
in
connection
with
exploration
or
development
activities,
employee
relations, the
speculative
nature
of
mineral
exploration
and
development,
obtaining
necessary
licenses
and permits,
diminishing
quantities
and
grades
of
mineral
reserves,
contests
over
title
to
properties, especially
title
to
undeveloped
properties,
the
inherent
risks
involved
in
the
exploration
and development
of
mineral
properties,
the
uncertainties
involved
in
interpreting
drill
results
and
other geological
data,
environmental
hazards,
industrial
accidents,
unusual
or
unexpected
formations, pressures,
cave-­‐ins
and
flooding,
limitations
of
insurance
coverage
and
the
possibility
of
project
cost overruns
or
unanticipated
costs
and
expenses,
and
should
be
considered
carefully.
Many
of
these uncertainties
and
contingencies
can
affect
the
Company’s
actual
results
and
could
cause
actual results
to
differ
materially
from
those
expressed
or
implied
in
any
forward-­‐looking
statements
made by,
or
on
behalf
of,
the
Company.
Prospective
investors
should
not
place
undue
reliance
on
any forward-­‐looking
information.

Although
the
forward-­‐looking
information
contained
in
this
Announcement
is
based
upon
what management
believes,
or
believed
at
the
time,
to
be
reasonable
assumptions,
the
Company
cannot assure
prospective
purchasers
that
actual
results
will
be
consistent
with
such
forward-­‐looking information,
as
there
may
be
other
factors
that
cause
results
not
to
be
as
anticipated,
estimated
or intended,
and
neither
the
Company
nor
any
other
person
assumes
responsibility
for
the
accuracy and
completeness
of
any
such
forward-­‐looking
information.
The
Company
does
not
undertake,
and assumes
no
obligation,
to
update
or
revise
any
such
forward-­‐looking
statements
or
forward-­‐looking information
contained
herein
to
reflect
new
events
or
circumstances,
except
as
may
be
required
by law.

No
stock
exchange,
regulation
services
provider,
securities
commission
or
other
regulatory
authority has
approved
or
disapproved
the
information
contained
in
this
Announcement

錯誤! 無法識別文件摘要資訊名稱。錯誤! 無法識別文件摘要資訊名稱。 3452-0124-3920v1 3/25 Belgravia Street Belmont WA 6104 Telephone: (618) 9277 6008 Facsimile: (618) 9277 6002 Email: info@stoneral.com.au Website: www. stoneral.com.au ABN 44 100 727 491 ASX Code: SHK Member of AMEC