BRIGHTSTAR RESOURCES LIMITED — M&A Activity 2024

Nov 18, 2024

ASX Announcement 19 November 2024

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Results of Scheme Meeting

Alto Metals Limited (ACN 159 819 173) (ASX:AME) ( Alto ) is pleased to announce that the requisite majorities of its shareholders ( Alto Shareholders ) today voted in favour of the resolution relating to the proposed acquisition of 100% of the shares in Alto by Brightstar Resources Limited (ACN 100 727 491) (ASX:BTR) ( Brightstar ) by way of a scheme of arrangement ( Scheme ).

Results of Scheme Meeting

The poll and proxy results on the Scheme resolution are set out in Annexure A to this announcement. In summary, 99.98% of the votes cast by Alto Shareholders were in favour of the Scheme, and 99.01% of the Alto Shareholders present and voting voted in favour of the Scheme.

Next steps

Alto will now seek approval of the Scheme by the Supreme Court of Western Australia ( Court ) at a hearing scheduled for 10:00am (AWST) on Friday, 29 November 2024 at Level 11, David Malcolm Justice Centre, 28 Barrack Street, Perth, Western Australia ( Court Approval Hearing ).[1]

If the Court approves the Scheme at the Court Approval Hearing, Alto intends to lodge a copy of the orders of the Court with the Australian Securities and Investments Commission ( ASIC ) on Monday, 2 December 2024, so that the Scheme will be effective on that date. If this occurs, Alto shares will be suspended from trading on ASX with effect from close of trading on Monday, 2 December 2024.

Implementation of the Scheme is expected to occur on Monday, 9 December 2024, subject to the satisfaction or waiver of the remaining conditions precedent to the Scheme (including approval by the Court at the Court Approval Hearing).

Indicative timetable

The expected key dates for the Scheme are set out in the table below:

Event	Date and Time
Court Approval Hearing Date	10:00am (AWST) on 29 November 2024
Effective Date	2 December 2024
Record Date	4:00pm (AWST) on 4 December 2024
Implementation Date	9 December 2024
Alto removed from the official list of ASX (with effect from close of business)	10 December 2024

Note: All of the above times and dates are indicative only. Alto reserves the right to vary the times and dates above, subject to the approval of such variation by Brightstar, the Court and ASIC where required. Alto will update Alto shareholders as to any material developments in relation to the Scheme as the timetable progresses.

This announcement was authorised by the Board of Alto.

For further information, please contact: Matthew Bowles Managing Director & CEO Alto Metals Limited

Phone: +61 8 9381 2808 Email: mbowles@altometals.com.au

1 The Court Approval Hearing may not take place at this time and date if all of the conditions precedent to the Scheme (other than approval at the Court Approval Hearing) have not been satisfied or waived before 8:00am (AWST) on 29 November 2024. Full details of the conditions precedent are set out in the Scheme Booklet dated 18 October 2024.

admin@altometals.com.au @altometalsltd www.altometals.com.au Altometalsltd ASX: AME

Alto Metals Limited Suite 9, 12-14 Thelma Street West Perth, Western Australia 6005 T: +61 8 9 381 2808

Automic

Disclosure of Proxy Votes

Alto Metals Limited

Scheme Meeting Tuesday, 19 November 2024

GPO Box 5193, Sydney, NSW 2001 P 1300 288 664 (aus) or +61 (0)2 9698 5414 (world) F +61 (0)2 8583 3040 E hello@automic.com.au ABN 27 152 260 814

In accordance with section 251AA of the Corporations Act 2001, the following information is provided in relation to resolutions put to members at the meeting.

			Proxy Votes	Proxy Votes	Proxy Votes	Proxy Votes	Poll Results (if applicable)	Poll Results (if applicable)	Poll Results (if applicable)	Results
Resolution	Decided by Show of Hands (S) or Poll (P)	Total Number of Proxy Votes exercisable by proxies validly appointed	FOR	AGAINST	ABSTAIN	PROXY'S DISCRETION	FOR	AGAINST	ABSTAIN	OUTCOME
1 The meeting will be asked to consider and, if thought fit, to pass (with or without amendment) the following resolution: “THAT, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement (Scheme) proposed to be entered into between Alto and the holders of its fully paid ordinary shares, as contained in and more particularly described in the booklet of which the notice convening this meeting forms part, is agreed to (with or without modification as approved by the Supreme Court of Western Australia (Court) to which Alto and Brightstar agree) and FURTHER that, the directors of Alto are authorised to agree to such alterations or conditions as are thought fit by the Court and, subject to approval of the Scheme by the Court, the directors of Alto are authorised to implement the Scheme with any such alterations or conditions”.	P	419,584,041	416,654,041 99.30%	130,000 0.03%	30,000	2,800,000 0.67%	552,291,009 99.98%	130,000 0.02%	30,000	Carried

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