BRIGHTSTAR RESOURCES LIMITED - Proxy Solicitation & Information Statement 2024

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Brightstar Resources Limited ACN 100 727 491

Notice of General Meeting

A General Meeting of the Company will be held as follows:

Time and date: 10:00am (AWST) on 6 March 2024

Location: Level 2, 36 Rowland Street, Subiaco WA 6008

The Notice of General Meeting should be read in its entirety.

If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company on +61 8 9277 6008 or [email protected]

Shareholders are urged to vote by lodging the Proxy Form

Brightstar Resources Limited ACN 100 727 491

(Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Brightstar Resources Limited ( Company ) will be held at Level 2, 36 Rowland Street, Subiaco WA 6008, on 6 March 2024 at 10:00am (AWST) ( Meeting ).

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (AWST) on 4 March 2024.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Schedule.

Agenda

1 Resolutions

Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 409,090,910 Tranche 1 Placement Shares as follows:

(a) 241,920,464 Tranche 1 Placement Shares issued under Listing Rule 7.1; and
(b) 167,170,446 Tranche 1 Placement Shares issued under Listing Rule 7.1A,

on the terms and conditions in the Explanatory Memorandum.’

Resolution 2 – Ratification of issue of Tranche 2 Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 45,454,546 Tranche 2 Placement Shares, on the terms and conditions in the Explanatory Memorandum.’

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Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

Resolution 1(a) and (b) : by or on behalf of a person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates, or their nominees.

Resolution 2 : by or on behalf of Collins St and any other person who participated in the issue of the Tranche 2 Placement Shares, or any of their respective associates, or their nominees.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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Ben Smith Company Secretary Brightstar Resources Limited Dated: 2 February 2024

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Brightstar Resources Limited ACN 100 727 491

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 2, 36 Rowland Street, Subiaco WA 6008, on 10:00am at 6 January 2024 (AWST) ( Meeting ).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Voting and attendance information
Section 3	Resolution 1 – Ratification of issue of Tranche 1 Placement Shares
Section 4	Resolution 2 – Ratification of issue of Tranche 2 Placement Shares
Schedule 1	Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Voting and attendance information

Shareholders should read this Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Voting on all proposed Resolutions at the Meeting will be conducted by poll. On a poll, each Shareholder has one vote for every fully paid ordinary Share held in the Company.

2.1 Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.2 Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

2.3 Voting by proxy

A Proxy Form has been made available with the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are encouraged to vote by completing and submitting the Proxy Form to the Company in accordance

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with the instructions thereon. Submission of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
(c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;
(b) the appointed proxy is not the chair of the meeting;
(c) at the meeting, a poll is duly demanded on the resolution; and
(d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Your proxy voting instruction must be received by 10:00am AWST on 4 March 2024, being not later than 48 hours before the commencement of the Meeting.

2.4 Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

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2.5 Submitting questions

Shareholders will have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3. Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

3.1 General

On 27 November 2023, the Company announced a capital raising of $5,000,000 (before costs) ( Placement ). The Placement was comprised of the following two tranches:

(a) the issue of 409,090,910 Shares to unrelated parties at an issue price of $0.011 per Share ( Tranche 1 Placement Shares ), comprising:
(i) 241,920,464 Tranche 1 Placement Shares issued under Listing Rule 7.1; and
(ii) 167,170,446 Tranche 1 Placement Shares issued under Listing Rule 7.1A;
(b) the issue of 45,454,546 Shares to Collins St (or its nominees) at an issue price of $0.011 per Share ( Tranche 2 Placement Shares ), the subject of Resolution 2.

On 1 December 2023, the Company issued the Tranche 1 Placement Shares using the Company’s available placement capacity under Listing Rules 7.1 and 7.1A, in the manner set out above.

Resolution 1(a) and (b) seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares.

3.2 Listing Rules 7.1, 7.1A and 7.4

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its 2023 annual general meeting held on 27 November 2023.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1 and the additional 10% placement capacity under Listing Rule 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a

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company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A.

The effect of Shareholders passing Resolution 1(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, and the additional 10% placement capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

If Resolution 1(a) is passed, 241,920,464 Tranche 1 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1(b) is passed, 167,170,446 Tranche 1 Placement Shares will be excluded in calculating the Company's 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1(a) is not passed, 241,920,464 Tranche 1 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 241,920,463 Equity Securities for the 12 month period following the issue of those Tranche 1 Placement Shares.

If Resolution 1(b) is not passed, 167,170,446 Tranche 1 Placement Shares will continue to be included in the Company’s 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 167,170,446 Equity Securities for the 12 month period following the issue of those Tranche 1 Placement Shares (and assuming the Company's approval under Listing Rule 7.1A remains in force for this period).

The Company confirms that Listing Rule 7.1 was not breached at the time the Tranche 1 Placement Shares were issued.

3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Placement Shares:

(a) The Tranche 1 Placement Shares were issued to a range of professional and sophisticated investors, none of whom are a related party of the Company. The Company issued 181,818,182 Tranche 1 Placement Shares to Dr Jack Yetiv who became a substantial Shareholder in the Company following the issue of the Tranche 1 Placement Shares. As at the date of this Notice, Dr Yetiv holds 207,818,182 Shares representing approximately 8.77% of the voting Shares in the Company. The participants in the Placement were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the Lead Manager.
(b) A total of 409,090,910 Tranche 1 Placement Shares were issued, as follows:

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(i) 241,920,464 Tranche 1 Placement Shares were issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1; and
(ii) 167,170,446 Tranche 1 Placement Shares were issued within the Company’s additional 10% placement capacity permitted under Listing Rule 7.1A.
(c) The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
(d) The Tranche 1 Placement Shares were issued on 1 December 2023.
(e)
The Tranche 1 Placement Shares were issued at $0.011 each.
(f) The proceeds from the issue of the Tranche 1 Placement Shares have been or are intended to be used to:
(i) conduct resource definition drilling on Brightstar’s advanced assets including the deposits at Cork Tree Well (Laverton) along with Yunndaga and the Lady Shenton System within the Menzies Gold Project;
(ii) fund the acquisition of key infrastructure required for the planned recommencement of mining operations;
(iii) fast track applicable studies on environmental, social and heritage surveys to support project development activities at Menzies and Laverton; and
(iv) pay the costs of the Placement and for general working capital purposes.
(g) There are no other material terms to the agreement for the subscription of the Tranche 1 Placement Shares.
(h) A voting exclusion statement is included in the Notice.

3.4 Additional information

Each of Resolution 1(a) and (b) is an ordinary Resolution.

The Board recommends that Shareholders vote in favour of Resolution 1(a) and (b).

4. Resolution 2 – Ratification of issue of Tranche 2 Placement Shares

4.1 General

The background to the issue of the Tranche 2 Placement Shares is in Section 3.1 above.

On 14 December 2023, the Company issued 45,454,546 Tranche 2 Placement Shares to Collins St (or its nominees) using the Company’s available placement capacity under Listing Rule 7.1.

Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 2 Placement Shares.

4.2 Listing Rules 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 is set out in Section 3.2 above.

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The issue of the Tranche 2 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Tranche 2 Placement Shares.

The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 2 is passed, 45,454,546 Tranche 2 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 2 is not passed, 45,454,546 Tranche 2 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 45,454,546 Equity Securities for the 12 month period following the issue of those Tranche 2 Placement Shares.

The Company confirms that Listing Rule 7.1 was not breached at the time the Tranche 2 Placement Shares were issued.

4.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 2 Placement Shares:

(a) The Tranche 2 Placement Shares were issued to Collins St, who is not a related party of the Company. Collins St became a substantial Shareholder in the Company following the issue of the Tranche 2 Placement Shares. As at the date of this Notice, Collins St (together with its associates) has a relevant interest in 156,054,762 Shares, representing approximately 6.58% of the Company’s voting Shares.
(b) A total of 45,454,546 Tranche 2 Placement Shares were issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1.
(c) The Tranche 2 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
(d) The Tranche 2 Placement Shares were issued on 14 December 2023.
(e) The Tranche 2 Placement Shares were issued at $0.011 each.
(f) The proceeds from the issue of the Tranche 2 Placement Shares have been or are intended to be used in the same manner as the proceeds of the Tranche 1 Placement Shares as set out in Section 3.3(f) above.
(g) There are no other material terms to the agreement for the subscription of the Tranche 2 Placement Shares.
(h) A voting exclusion statement is included in the Notice.

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4.4 Additional information

Resolution 2 is an ordinary Resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$	means Australian dollars.
ASX	means ASX Limited (ACN 008 624 691) and, where the context permits,
	the Australian Securities Exchange operated by ASX Limited.
AWST	means Western Standard Time, being the time in Perth, Western
	Australia.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Collins St	means Collins St Asset Management Pty Ltd (ACN 601 897 974).
Company	means Brightstar Resources Limited (ACN 100 727 491).
Corporations Act	means the_Corporations Act 2001_(Cth) as amended.
Director	means a director of the Company.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons having
	authority and responsibility for planning, directing and controlling the
	activities of the Company, or if the Company is part of a consolidated
	entity, of the consolidated entity, directly or indirectly, including any
	Director (whether executive or otherwise) of the Company, or if the
	Company is part of a consolidated entity, of an entity within the
	consolidated group.
Lead Manager	means Canaccord Genuity (Australia) Limited (ACN 075 071 466).
Listing Rules	means the listing rules of ASX.
Material Investor	means, in relation to the Company: (a) a related party; (b) Key
	Management Personnel; (c) a substantial Shareholder; (d) an advisor;
	or (e) an associate of the above, who received or will receive Securities
	in the Company which constitute more than 1% of the Company's
	anticipated capital structure at the time of issue.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of general meeting.
Placement	has the meaning given in Section 3.1.

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Proxy Form	means the proxy form made available with the Notice.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares, options
	and/or performance rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
Tranche 1 Placement	has the meaning given in Section 3.1.
Shares
Tranche 2 Placement	has the meaning given in Section 3.1.
Shares

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BRIGHTSTAR RESOURCES LIMITED — Proxy Solicitation & Information Statement 2024

64581_rns_2024-02-04_7f6409d7-7e53-4844-b293-203bc5f08344.pdf

Notice of General Meeting

Brightstar Resources Limited ACN 100 727 491

Notice of General Meeting

Agenda

Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

Resolution 2 – Ratification of issue of Tranche 2 Placement Shares

Voting exclusions

BY ORDER OF THE BOARD

Brightstar Resources Limited ACN 100 727 491

Explanatory Memorandum

1. Introduction

2.

Voting and attendance information

2.1

Voting in person

2.2

Voting by a corporation

2.3

Voting by proxy

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.4 Chair's voting intentions

2.5 Submitting questions

3. Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

3.1

General

3.2

Listing Rules 7.1, 7.1A and 7.4

3.3 Specific information required by Listing Rule 7.5

3.4 Additional information

4. Resolution 2 – Ratification of issue of Tranche 2 Placement Shares

4.1 General

4.2

Listing Rules 7.1 and 7.4

4.3 Specific information required by Listing Rule 7.5

4.4 Additional information

Schedule 1 Definitions

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