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BRIGHTSTAR RESOURCES LIMITED M&A Activity 2024

May 27, 2024

64581_rns_2024-05-27_bdc3e181-a170-463a-8e89-5344d5144991.pdf

M&A Activity

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28 May 2024

BRIGHTSTAR PROCEEDING TO COMPULSORY ACQUISITION

Brightstar Resources Limited (ASX:BTR) ( Company or Brightstar ) refers to the bidder’s statement dated 29 April 2024 (as supplemented by Brightstar’s fi rst supplementary bidder’s statement dated 10 May 2024) ( Bidder’s Statement ) and o ff ers in relation to its o ff -market takeover for all the fully paid ordinary shares and options in Linden Gold Alliance Limited ( Linden ).

Capitalised terms not de ned in this announcement have the meaning given to the same term in the Bidder’s Statement.

As at the date of this announcement, Brightstar has acquired a relevant interest in more than 90% of all Linden Shares and 90% of all Linden Options on issue and has acquired more than 75% of the Linden Shares and 75% of the Linden Options that it o ff ered to acquire under the O ff ers. Accordingly, Brightstar will now exercise its right to acquire the remaining Linden Shares and Linden Options in which Brightstar does not have a relevant interest under the compulsory acquisition provisions of the Corporations Act.

Brightstar will acquire any Linden Shares and Linden Options remaining after the close of the O ers, under the compulsory acquisition provisions of the Corporations Act. The compulsory acquisition will be on the same terms as the O ers.

On completion of the compulsory acquisition process, Brightstar will issue to Linden the consideration for the Linden Shares and Linden Options that it compulsorily acquires. The relevant Linden Shareholders and Linden Optionholders will then be entitled to claim the consideration from Linden directly. The compulsory acquisition process is likely to take approximately 4 to 6 weeks after the date of this announcement but may take longer in some circumstances.

Annexed to this announcement is a copy of the ASIC Form 6021 ( Notice of compulsory acquisition following takeover bid ) for both the Share O ff er and Option O ff er ( Compulsory Acquisition Notices ) and the accompanying covering letters ( Letters ).

The Compulsory Acquisition Notices were lodged with ASIC on Monday, 27 May 2024 in accordance with section 661B(1)(b) of the Corporations Act. The Compulsory Acquisition Notices and Letters will be sent to each person referred to in section 661B(1)(c)(i) (as inserted by ASIC Corporations (Compulsory Acquisitions and Buyouts) Instrument 2023/684 ) of the Corporations Act today.

This ASX announcement has been approved by the Managing Director on behalf of the board of Brightstar.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Alex Rovira Investor Relations Managing Director Lucas Robinson Email: [email protected] Phone: +61 408 228 889 Email: [email protected]

Tel: (618) 9277 6008 [email protected] ASX: BTR Fax: (618) 9277 6002 brightstarresources.com.au ACN 100 727 491

Level 2, 36 Rowland Street Subiaco WA 6008

ABOUT BRIGHTSTAR RESOURCES

Brightstar Resources Limited is a Perthbased gold exploration and development company listed on the Australian Securities Exchange (ASX: BTR).

In May 2023, Brightstar completed a merger with Kingwest Resources Limited via a Scheme of Arrangement which saw the strategic consolidation of Kingwest’s Menzies Gold Project and Brightstar’s Laverton Gold Project.

During 2023, Brightstar commenced mining operations at the Menzies Gold Project via a Profit Share Joint Venture, with first gold poured in March 2024 and $6.5M profit generated by Brightstar.

In March 2024, Brightstar announced the off-market takeover of unlisted WA-based gold mining company Linden Gold Alliance Limited which is currently operating the underground Second Fortune Gold Mine south of Brightstar’s Laverton project area.

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Brightstar Eastern Goldfield Asset locations

Hosted in the prolific Eastern Goldfields of Western Australia and ideally located proximal to significant regional infrastructure and suppliers, post completion of the Linden transaction Brightstar will emerge with a significant JORC reported Mineral Resource of 28.4Mt @ 1.6g/t Au for 1.45Moz Au.

Importantly, Brightstar owns the Brightstar processing plant (currently on care and maintenance), a 60-man accommodation camp and non-processing infrastructure, located 30km SE of Laverton and within 75km of +800koz Au JORC Resources within the Laverton Hub.

Brightstar’s strategy is to explore and develop its mineral resource inventory in the Tier-1 gold district of the Eastern Goldfields with the view to becoming a substantial ASX gold producer.

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Consolidated JORC Resources of Laverton & Menzies Gold Projects

Location Measured Measured Measured Indicated Indicated Indicated Inferred Inferred Inferred Total Total Total
Au Cut-off
(g/t)
Kt g/t Au Koz Kt g/t Au Koz Kt g/t Au Koz Kt g/t Au Koz
Alpha 0.5 623 1.6 33 374 2.1 25 455 3.3 48 1,452 2.3 106
Beta 0.5 345 1.7 19 576 1.6 29 961 1.7 54 1,882 1.7 102
Cork Tree Well 0.5 - - - 3,036 1.6 157 3,501 1.3 146 6,357 1.4 303
Total – Laverton 968 1.6 52 3,986 1.6 211 4,917 1.6 248 9,691 1.6 511
Lady Shenton
System
(Pericles, Lady
Shenton,Stirling)
0.5 - - - 2,770 1.3 119 4,200 1.3 171 6,970 1.2 287
**Yunndaga ** 0.5 - - - 1,270 1.3 53 2,050 1.4 90 3,310 1.3 144
Yunndaga (UG) 2.0 - - - - - - 110 3.3 12 110 3.3 12
Aspacia 0.5 - - - 137 1.7 7 1,238 1.6 62 1,375 1.6 70
Lady Harriet
System
(Warrior, Lady
Harriet,Bellenger)
0.5 - - - 520 1.3 22 590 1.1 21 1,110 1.2 43
Link Zone 0.5 - - - 145 1.2 6 470 1.0 16 615 1.1 21
Selkirk 0.5 - - - 30 6.3 6 140 1.2 5 170 2.1 12
Lady Irene 0.5 - - - - - - 100 1.7 6 100 1.7 6
Total – Menzies - - - 4,872 1.4 214 8,898 1.3 383 13,760 1.3 595
Total – BTR 968 1.7 52 8,858 1.5 425 13,715 1.4 625 23,351 1.5 1,106
Refer Note 1 below. Note some rounding discrepancies may occur.
Pericles,LadyShenton & Stirlingconsolidated into LadyShenton System;Warrior,LadyHarriet & Bellenger consolidated into LadyHarriet System.

Note 1: This Announcement contains references to Brightstar’s JORC Reported Mineral Resources, extracted from the ASX announcements titled “Maiden Link Zone Mineral Resource” dated 15 November 2023, “Cork Tree Well Resource Upgrade Delivers 1Moz Group MRE” dated 23 June 2023, and "Aspacia deposit records maiden Mineral Resource at the Menzies Gold Project” dated 17 April 2024.

Linden Gold Alliance JORC Mineral Resources

Location Measured Measured Measured Indicated Indicated Indicated Inferred Inferred Inferred Total Total Total
Au Cut-off
(g/t)
Kt g/t Au Koz Kt g/t Au Koz Kt g/t Au Koz Kt g/t Au Koz
Lord Byron 0.5 453 1.8 26 1,141 1.6 58 2,929 1.7 160 4,523 1.7 244
Fish 0.6 26 7.7 6 149 5.8 28 51 4.3 7 226 5.7 41
Gilt Key 0.5 - - - 15 2.2 1 153 1.3 6 168 1.3 8
Jasper Hills
Subtotal
479 2.1 33 1,305 2.1 87 3,133 1.7 173 4,917 1.8 293
Second Fortune 2.5 17 16.9 9 78 8.2 21 71 12.3 28 165 10.9 58
Total 496 2.6 42 1,384 2.4 108 3,2.4 2.0 201 5,082 2.1 351
Refer Note 2 below. Note some rounding discrepancies may occur.

Note 2: This Announcement contains references to Linden’s JORC Reported Mineral Resources, extracted from the ASX announcement titled “Brightstar Makes Recommended Bid for Linden Gold”, dated 25 March 2024. The resource remains undepleted from mining activities.

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Forward-Looking Statements

This document may include forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning Brightstar Resources Limited’s planned exploration program and other statements that are not historical facts. When used in this document, the words such as "could," "plan," "expect," "intend," "may”, "potential," "should," and similar expressions are forward-looking statements. Although Brightstar believes that its expectations reflected in these forward- looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that further exploration will result in the estimation of a Mineral Resource.

Compliance Statement

With reference to previously reported Exploration Results and Mineral Resources, the Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.

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Form 6021 Corporations Act 2001

Australian Securities & Investments Commission

Notice of compulsory acquisition following takeover bid

Notice
Description of class of
securities to which the bid
relates.
Name of target company
Tick applicable box(es)
Name of bidder
1.
Tick one box
Date offers closed or are
scheduled to close on
2.
Tick applicable box(es).
(See subsection 661A(4) and
4A))




Description of securities

Description of securities
3.
Tick one box

To each holder of:
Fully-paid Ordinary Shares
(‘Bid class Securities’)
In
Name (‘the Company’)
ACN/ARBN/ARSN

and each holder of securities that will or may be converted into, or confer rights to be issued, in the next
6 weeks, securities to which the bid related

and each holder of non-transferable securities issued under an employee incentive scheme referred to in
paragraph 2.
LINDEN GOLD ALLIANCE LIMITED
643313722
Under a takeover bid offers were made by
Brightstar Resources Limited
in respect of the acquisition of Bid Class Securities in the company.
The offers

closed

Are scheduled to close
Date
30/05/2024
[DD/MM/YY]
You are, as at the date of this notice, the holder of one or more of the following
securities in respect of which the takeover offer was made but have not accepted the offer, (If you have accepted the
offer but have received this notice you do not need to do anything in response to this notice— the bidder will acquire
your securities under the offer,)
securities to which the bid related issued after the end of the offer period and before the date of this notice
securities that will or may be convened into, or confer rights to be issued, in the next 6 weeks, securities to which the
bid related
securities issued under an employee incentive scheme to which restrictions on transfer apply under the company's
constitution or the terms of issue, being
The following securities in the bid class in which the bidder has a relevant interest
The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 ('the Act') that the bidder has
become entitled pursuant to subsection
661 A(1)
661 A(3) of the Act to compulsorily acquire your securities and desires to acquire those securities.

ASIC Form 6021

Page 1 of 3

27 May 2024

Form 6021 Corporations Act 2001

Australian Securities & Investments Commission

4.
Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one
month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and
addresses of everyone else the bidder has given this notice to.
Date of lodgement
This notice was lodged with ASIC on
Date
27/05/2024
[DD/MM/YY]
Insert paragraph 4A only where
alternative forms of
consideration were offered under
the bid.
4A.
You are entitled, within one month after being given this notice (see paragraph 8), or within 14 days after being given
a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the
later, by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the
acquisition of your securities:
Details of alternative terms.
If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities,
the form of consideration that will apply will be:
Set out the terms that will apply
5.
Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or
within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4
of this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.
6.
The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid
immediately before
Tick one box

this notice was given.

the end of the offer period.
7.
Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after
being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as
referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this
notice.
8.
A notice sent by post to you is taken to be given to you 3 days after it is posted.
Signature
Name of person signing
Benjamin Smith
Capacity
On behalf of the Regulated Entity named in this document as a secretary of that entity
Signature
Benjamin Smith
Date signed
27-May-2024 18:58
Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one
month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and
addresses of everyone else the bidder has given this notice to.
This notice was lodged with ASIC on
Date
27/05/2024
[DD/MM/YY]
You are entitled, within one month after being given this notice (see paragraph 8), or within 14 days after being given
a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the
later, by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the
acquisition of your securities:
If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities,
the form of consideration that will apply will be:
Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or
within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4
of this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.
The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid
immediately before
this notice was given.
the end of the offer period.
Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after
being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as
referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this
notice.
A notice sent by post to you is taken to be given to you 3 days after it is posted.

Privacy

The information provided to ASIC in this form may include personal information. Please refer to our privacy policy (www.asic.gov.au/privacy) for information about how we handle your personal information, your rights to seek access to and correct personal information and to complain about breaches of your privacy,

ASIC Form 6021

Page 2 of 3

27 May 2024

Form 6021 Corporations Act 2001

Australian Securities & Investments Commission

Lodgement For more information Web www.asic.gov.au Need help? www.asic.gov.au/question Telephone 1300 300 630

ASIC Form 6021

Page 3 of 3

27 May 2024

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27 May 2024

[Name Surname] [Position] [Address Line 1] [Address Line 2]

Dear Linden Shareholder

Takeover Bid by Brightstar Resources Limited in relation to Linden Gold Alliance Limited – Notice of compulsory acquisition

  • Brightstar has acquired a relevant interest in more than 90% of Linden Shares.

  • Brightstar is now moving to compulsorily acquire the remaining Linden Shares.

  • Brightstar’s Share Offer will close at 5:00pm (Perth time) on 30 May 2024.

  • Linden Shareholders who accept the Share Offer before it closes will receive their Share Offer Consideration sooner than through compulsory acquisition.

We refer to the off-market takeover offer by Brightstar Resources Limited (ACN 100 727 491) ( Brightstar ) for all of the fully paid ordinary shares in Linden Gold Alliance Limited (ACN 643 313 722) ( Linden ) ( Share Offer ), the terms of which were set out in Brightstar’s bidder’s statement dated 29 April 2024, as supplemented by its first supplementary bidder’s statement dated 10 May 2024 (together, the Bidder’s Statement ).

Capitalised terms used in this letter have the same meaning as given to them in the Bidder’s Statement, unless the context otherwise appears or requires.

The Share Offer closes at 5:00pm (Perth time) on 30 May 2024. If you accept the Share Offer before the Share Offer closes, you will receive your Share Offer Consideration within 21 days after the closure of the Share Offer.

Based on acceptances received under the Share Offer, Brightstar has acquired a relevant interest in more than 90% of all Linden Shares on issue and has acquired more than 75% of the Linden Shares that it offered to acquire under the Share Offer.

Brightstar will now exercise its right to acquire the remaining Linden Shares in which Brightstar does not have a relevant interest under the compulsory acquisition provisions of the Corporations Act. The compulsory acquisition of the remaining Linden Shares will be on the same terms as the Share Offer. This means you will receive 6.90 New Brightstar Shares for each Linden Share you hold.

To ACCEPT the Share Offer, you should follow the instructions set out in page 9 and section 3 of Annexure B of the Bidder’s Statement and on the Share Acceptance Form that accompanies the Bidder’s Statement.

If you require a new Share Acceptance Form, or if you have any queries in relation to how to accept the Share Offer or any other matter relating to the Offers, please contact the Brightstar Offer Information Line on 1300 124 934 (within Australia) or +61 2 8072 1449 (outside of Australia), between 8:30am and 5:00pm (Sydney time), Monday to Friday.

2

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If you have already accepted Brightstar’s Share Offer you do not need to take any action in relation to the Share Offer and can disregard this letter. If you have not accepted Brightstar’s Share Offer, Brightstar strongly urges you to accept the Share Offer without delay.

If your Linden Shares are compulsorily acquired, the Share Offer Consideration will be issued on completion of the compulsory acquisition process. The compulsory acquisition process is likely to take approximately 4 to 6 weeks after the date of this letter but may take longer in some circumstances.

On completion of the compulsory acquisition process, Brightstar will issue to Linden 6.90 New Brightstar Shares for each Linden Share that you hold. You will then be entitled to claim the Share Offer Consideration from Linden directly. In due course, Linden will send you a claim form advising you how to claim your Share Offer Consideration.

Enclosed is an ASIC Form 6021 ( Notice of compulsory acquisition following takeover bid ) ( Compulsory Acquisition Notice ) which Brightstar is required to give you under section 661B(1)(c)(i) of the Corporations Act to exercise its right to compulsorily acquire the remaining Linden Shares. The Compulsory Acquisition Notice sets out further information on the compulsory acquisition process. You should read the Compulsory Acquisition Notice carefully.

If you have accepted the Share Offer recently, you should contact the Brightstar Offer Information Line on 1300 124 934 (within Australia) or +61 2 8072 1449 (outside of Australia), between 8:30am and 5:00pm (Sydney time), Monday to Friday, to ensure that your acceptance has been treated as valid. Linden Shareholders who attempt to accept the Share Offer, but fail to do so validly, are treated as Linden Shareholders whose Linden Shares may be compulsorily acquired under the Corporations Act.

Kind regards

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Alex Rovira Managing Director Brightstar Resources Limited

Form 6021 Corporations Act 2001

Australian Securities & Investments Commission

Notice of compulsory acquisition following

takeover bid

Notice
Description of class of
securities to which the bid
relates.
Name of target company
Tick applicable box(es)
Name of bidder
1.
Tick one box
Date offers closed or are
scheduled to close on
2.
Tick applicable box(es).
(See subsection 661A(4) and
4A))




Description of securities

Description of securities
3.
Tick one box

To each holder of:
Options
(‘Bid class Securities’)
In
Name (‘the Company’)
ACN/ARBN/ARSN

and each holder of securities that will or may be converted into, or confer rights to be issued, in the next
6 weeks, securities to which the bid related

and each holder of non-transferable securities issued under an employee incentive scheme referred to in
paragraph 2.
LINDEN GOLD ALLIANCE LIMITED
643313722
Under a takeover bid offers were made by
Brightstar Resources Limited
in respect of the acquisition of Bid Class Securities in the company.
The offers

closed

Are scheduled to close
Date
30/05/2024
[DD/MM/YY]
You are, as at the date of this notice, the holder of one or more of the following
securities in respect of which the takeover offer was made but have not accepted the offer, (If you have accepted the
offer but have received this notice you do not need to do anything in response to this notice— the bidder will acquire
your securities under the offer,)
securities to which the bid related issued after the end of the offer period and before the date of this notice
securities that will or may be convened into, or confer rights to be issued, in the next 6 weeks, securities to which the
bid related
securities issued under an employee incentive scheme to which restrictions on transfer apply under the company's
constitution or the terms of issue, being
The following securities in the bid class in which the bidder has a relevant interest
The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 ('the Act') that the bidder has
become entitled pursuant to subsection
661 A(1)
661 A(3) of the Act to compulsorily acquire your securities and desires to acquire those securities.

ASIC Form 6021

Page 1 of 3

27 May 2024

Form 6021 Corporations Act 2001

Australian Securities & Investments Commission

4.
Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one
month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and
addresses of everyone else the bidder has given this notice to.
Date of lodgement
This notice was lodged with ASIC on
Date
27/05/2024
[DD/MM/YY]
Insert paragraph 4A only where
alternative forms of
consideration were offered under
the bid.
4A.
You are entitled, within one month after being given this notice (see paragraph 8), or within 14 days after being given
a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the
later, by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the
acquisition of your securities:
Details of alternative terms.
If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities,
the form of consideration that will apply will be:
Set out the terms that will apply
5.
Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or
within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4
of this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.
6.
The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid
immediately before
Tick one box

this notice was given.

the end of the offer period.
7.
Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after
being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as
referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this
notice.
8.
A notice sent by post to you is taken to be given to you 3 days after it is posted.
Signature
Name of person signing
Benjamin Smith
Capacity
On behalf of the Regulated Entity named in this document as a secretary of that entity
Signature
Benjamin Smith
Date signed
27-May-2024 19:10
Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one
month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and
addresses of everyone else the bidder has given this notice to.
This notice was lodged with ASIC on
Date
27/05/2024
[DD/MM/YY]
You are entitled, within one month after being given this notice (see paragraph 8), or within 14 days after being given
a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the
later, by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the
acquisition of your securities:
If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities,
the form of consideration that will apply will be:
Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or
within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4
of this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.
The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid
immediately before
this notice was given.
the end of the offer period.
Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after
being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as
referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this
notice.
A notice sent by post to you is taken to be given to you 3 days after it is posted.

Privacy

The information provided to ASIC in this form may include personal information. Please refer to our privacy policy (www.asic.gov.au/privacy) for information about how we handle your personal information, your rights to seek access to and correct personal information and to complain about breaches of your privacy,

ASIC Form 6021

Page 2 of 3

27 May 2024

Form 6021 Corporations Act 2001

Australian Securities & Investments Commission

Lodgement For more information Web www.asic.gov.au Need help? www.asic.gov.au/question Telephone 1300 300 630

ASIC Form 6021

Page 3 of 3

27 May 2024

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27 May 2024

[Name Surname] [Position] [Address Line 1] [Address Line 2]

Dear Linden Optionholder

Takeover Bid by Brightstar Resources Limited in relation to Linden Gold Alliance Limited – Notice of compulsory acquisition

  • Brightstar has acquired a relevant interest in more than 90% of Linden Options.

  • Brightstar is now moving to compulsorily acquire the remaining Linden Options.

  • Brightstar’s Option Offer will close at 5:00pm (Perth time) on 30 May 2024.

  • Linden Optionholders who accept the Option Offer before it closes will receive their Option Offer Consideration sooner than through compulsory acquisition.

We refer to the off-market takeover offer by Brightstar Resources Limited (ACN 100 727 491) ( Brightstar ) for all of the options in Linden Gold Alliance Limited (ACN 643 313 722) ( Linden ) ( Option Offer ), the terms of which were set out in Brightstar’s bidder’s statement dated 29 April 2024, as supplemented by its first supplementary bidder’s statement dated 10 May 2024 (together, the Bidder’s Statement ).

Capitalised terms used in this letter have the same meaning as given to them in the Bidder’s Statement, unless the context otherwise appears or requires.

The Option Offer closes at 5:00pm (Perth time) on 30 May 2024. If you accept the Option Offer before the Option Offer closes, you will receive your Option Offer Consideration within 21 days after the closure of the Option Offer.

Based on acceptances received under the Option Offer, Brightstar has acquired a relevant interest in more than 90% of all Linden Options on issue and has acquired more than 75% of the Linden Options that it offered to acquire under the Option Offer.

Brightstar will now exercise its right to acquire the remaining Linden Options in which Brightstar does not have a relevant interest under the compulsory acquisition provisions of the Corporations Act. The compulsory acquisition of the remaining Linden Options will be on the same terms as the Option Offer. This means you will receive 6.90 New Brightstar Options for each Linden Option you hold.

To ACCEPT the Option Offer, you should follow the instructions set out in page 10 and section 3 of Annexure C of the Bidder’s Statement and on the Option Acceptance Form that accompanies the Bidder’s Statement.

If you require a new Option Acceptance Form, or if you have any queries in relation to how to accept the Option Offer or any other matter relating to the Offers, please contact the Brightstar Offer Information Line on 1300 124 934 (within Australia) or +61 2 8072 1449 (outside of Australia), between 8:30am and 5:00pm (Sydney time), Monday to Friday.

2

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If you have already accepted Brightstar’s Option Offer you do not need to take any action in relation to the Option Offer and can disregard this letter. If you have not accepted Brightstar’s Option Offer, Brightstar strongly urges you to accept the Option Offer without delay.

If your Linden Options are compulsorily acquired, the Option Offer Consideration will be issued on completion of the compulsory acquisition process. The compulsory acquisition process is likely to take approximately 4 to 6 weeks after the date of this letter but may take longer in some circumstances.

On completion of the compulsory acquisition process, Brightstar will issue to Linden 6.90 New Brightstar Options for each Linden Option that you hold. You will then be entitled to claim the Option Offer Consideration from Linden directly. In due course, Linden will send you a claim form advising you how to claim your Option Offer Consideration.

Enclosed is an ASIC Form 6021 ( Notice of compulsory acquisition following takeover bid ) ( Compulsory Acquisition Notice ) which Brightstar is required to give you under section 661B(1)(c)(i) of the Corporations Act to exercise its right to compulsorily acquire the remaining Linden Options. The Compulsory Acquisition Notice sets out further information on the compulsory acquisition process. You should read the Compulsory Acquisition Notice carefully.

If you have accepted the Option Offer recently, you should contact the Brightstar Offer Information Line on 1300 124 934 (within Australia) or +61 2 8072 1449 (outside of Australia), between 8:30am and 5:00pm (Sydney time), Monday to Friday, to ensure that your acceptance has been treated as valid. Linden Optionholders who attempt to accept the Option Offer, but fail to do so validly, are treated as Linden Optionholders whose Linden Options may be compulsorily acquired under the Corporations Act.

Kind regards

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Alex Rovira Managing Director Brightstar Resources Limited