BRIGHTSTAR RESOURCES LIMITED — Share Issue/Capital Change 2021

Feb 11, 2021

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities.	Brightstar Resources Limited
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ACN: 100 727 491
1.3	*ASX issuer code	BTR
1.4	*This announcement is Tick whichever is applicable.	☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.5	*Date of this announcement	12 February 2021

• See chapter 19 for defined terms 31 January 2020

Page 1

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 2 – Type of issue

Part 2 –	Type of issue	payment up of equity +securities
Question No.	Question	Answer
2.1	*The +securities the subject of this notification are: Select whichever item is applicable. If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.	☐+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX ☐Partly paid +securities that have been fully paid up and that are not to be quoted on ASX ☐+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX ☒Other [please specify] If you have selected ‘other’ please provide the circumstances of the issue here: Options issued to Mining Equities Pty Ltd
2.2d.1	*The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list.	☐To raise additional working capital ☐To fund the retirement of debt ☒To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details: Options issued to Mining Equities Pty Ltd as part consideration for the acquisition of an exploration licence tenement in Western Australia.
2.2d.2	Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.	Options issued to Mining Equities Pty Ltd as part consideration for the acquisition of an exploration licence tenement in Western Australia.
2.3	*The +securities being issued are: Tick whichever is applicable	☐Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") ☒New +securities in an unquoted class that is not yet recorded by ASX ("new class")

• See chapter 19 for defined terms 31 January 2020

Page 2

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question No.	Question	Question	Answer
3B.1	*Security description		Unlisted Options
3B.2	*Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non- convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.		☐Ordinary fully or partly paid shares/units ☒Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Other
3B.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.		N/A
3B.4	*Number of +securities being issued		1,000,000
3B.5a	*Will all the +securities issued in this class rank equally in all respects from the issue date?		Yes
3B.6	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.		Please see attached terms and conditions
3B.7	*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.		No
3B.8b	Option details Answer the questions in this section if you selected this	security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the exercise price is payable.	AUD
	*Exercise price The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).	$0.10

	*Expiry date The date on which the options expire or terminate.	12 February 2024
	*Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“.	One fully paid ordinary share (ASX: BTR)
Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue? Answer this question if your response to Q4.1 is “Yes”.	12 February 2021
4.1b	*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.
4.2	*Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”.	No
4.2a	*In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.
4.2b	*What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.
4.2c	Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”.	As part consideration for the acquisition of an exploration licence tenement in Western Australia.
4.3	Any other information the entity wishes to provide about the issue

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

Part 5 – Unquoted +securities on issue	Part 5 – Unquoted +securities on issue	Part 5 – Unquoted +securities on issue	Part 5 – Unquoted +securities on issue
Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.
5.1			*Total number of +securities on issue 1. 15,000,000 2. 4,000,000 3. 4,000,000 4. 4,000,000 5. 1,000,000
		*ASX security code and description	*Total number of +securities on issue
		1. BTR unlisted options (exercise price $0.01; expiring 9 April 2023) 2. BTR unlisted options (exercise price $0.06; expiring 31 December 2023) 3. BTR unlisted options (exercise price $0.08; expiring 31 December 2023) 4. BTR unlisted options (exercise price $0.10; expiring 31 December 2023) 5. BTR unlisted options (exercise price $0.10; expiring 12 February 2024)	1. 15,000,000 2. 4,000,000 3. 4,000,000 4. 4,000,000 5. 1,000,000

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or

• your response to Q2.1 is “Other”

Question No.	Question	Answer
6.1	*Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.	No

• 1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

• (a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

• (b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:

  • a summary of the terms of the scheme.

  • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;

  • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and

  • a voting exclusion statement.

6.2	*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.	No
6.2a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “Yes”.
6.2b	*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	Yes
6.2b.1	*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	1,000,000
6.2c	*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	No

Introduced 01/12/19; amended 31/01/20

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

The amount payable upon exercise of each Option will be $0.10 ( Exercise Price

(c) Expiry Date

Each Option will expire on the date which is 3 years from grant of the Option ( Expiry Date ). An

Option which is not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period

(e) Notice of Exercise

The Options may be exercised during the relevant Exercise Period by notice in writing to the Company

in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise

Price for each Option being exercised in Australian currency by electronic funds transfer or other

means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of

Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case, no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(j) Change in exercise price

A Option does not confer the right to a change in Exercise Price or a change in the number of

underlying securities over which the Option can be exercised.

(k) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or

under applicable Australian securities laws.