STELLAR RESOURCES LIMITED — AGM Information 2020

Oct 15, 2020

16 October 2020

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Stellar Resources Limited (the "Company") will be held virtually via a webinar conferencing facility at 10.00am (AEDT) on Thursday, 19 November 2020 ("Annual General Meeting" or "Meeting").

In accordance with subsection 5(1)(f) of the Corporations (Coronavirus Economic Response) Determination (No.1) 2020 made by the Commonwealth Treasurer on 5 May 2020,the Company will not be dispatching physical copies of the Notice of Meeting. Instead the Notice of Meeting and accompanying explanatory statement (Meeting Materials) including Company's 2020 Annual Report are being made available to shareholders electronically. This means that:

• You can access the Meeting Materials and Stellar's 2020 Annual Report online at the Company's website http://www.stellarresources.com.au/ or at the Company's share registry's website www.InvestorServe.com.au by logging in and selecting Company Announcements from the main menu.
• A complete copy of the Meeting Materials and Stellar's 2020 Annual Report has been posted to the Company's ASX Market announcements page at www.asx.com.au under the Company's ASX code "SRZ".
• If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting materials and the voting instruction form.
• You can also download SRZ's 2020 Annual Report from the link http://www.stellarresources.com.au/home/investor-information/asx-announcements/

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at www.InvestorServe.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact our share registry Boardroom Pty Limited on enquiries@boardroomlimited.com.au or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (AEST) Monday to Friday, to arrange a copy.

As a result of the potential health risks and the Governments restrictions in response to the COVID-19 pandemic, the Meeting will be held via a webinar conferencing facility. Details of how to register to attend the Meeting are contained in the Meeting Materials. The Company strongly recommends to Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online

Yours sincerely,

Melanie Leydin Company Secretary Stellar Resources Limited

STELLAR RESOURCES LIMITED

ABN 96 108 758 961

Level 17 530 Collins Street Melbourne Victoria 3000 Australia Tel +61 3 9692 7222 Fax +61 3 9077 9233

STELLAR RESOURCES LIMITED ACN 108 758 961

Notice of Annual General Meeting

Explanatory Statement and Proxy Form

Date of Meeting: Thursday, 19 November 2020

Time of Meeting: 10.00am (AEDT)

Due to the ongoing COVID-19 pandemic, the meeting will be held virtually via a webinar conferencing facility. If you are a shareholder who wishes to attend and participate in the virtual meeting, please register in advance as per the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

Following recent modifications brought to the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 under the Corporations (Coronavirus Economic Response) Determination (no.1) 2020, no hard copy of the Notice of Annual General Meeting and Explanatory Statement will be circulated. The Notice of Meeting has been given to those entitled to receive by use of one or more technologies. The Notice of Meeting is also available on the Australian Securities Exchange announcement platform and on the Company's website http://www.stellarresources.com.au/.

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay

.

STELLAR RESOURCES LIMITED

ACN 108 758 961 Registered Office: Level 4, 100 Albert Road, South Melbourne VIC 3205

NOTICE OF GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Stellar Resources Limited (Company or SRZ) will be held virtually via a webinar conferencing facility at 10.00am (AEDT) on Thursday, 19 November 2020 (Annual General Meeting or AGM or Meeting).

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Company at the time of preparing the Notice of Annual General Meeting (''Notice''), the Company intends to conduct a poll on the resolutions in the Notice using the proxies filed prior to the Meeting.

Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form which will be delivered to you by email or post (depending on your communication preferences).

Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolution. Shareholders who intend to join the AGM are asked to dial-in 30 minutes prior to the start of the meeting. The virtual meeting can be attended using the following details:

When: Thursday, 19 November 2020 at 10.00am (AEDT) Topic: Stellar Resources Limited Annual General Meeting

Register in advance for this webinar:

https://us02web.zoom.us/webinar/register/WN\_2-w6zuS3TdeA-mMpaJAHIg

After registering, you will receive a confirmation email containing information about joining the meeting. The Company strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

The Company is happy to accept and answer questions submitted prior to the meeting by email to srzinfo@stellarresources.com.au. Where a written question is raised in respect of the key management personnel of the Company or the resolutions to be considered at the meeting, the Company will address the relevant question during the course of the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement to ASX.

Any shareholders who wish to attend the AGM online should therefore monitor the Company's website and its ASX announcements for any updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: SRZ) and on its website at http://www.stellarresources.com.au/.

STELLAR RESOURCES LIMITED

ACN 108 758 961

Registered Office: Level 4, 100 Albert Road, South Melbourne VIC 3205

AGENDA

The Explanatory Statement and Proxy Form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety.

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

To receive and consider the Financial Report of the Company, together with the Directors' Report (including the Remuneration Report) and Auditor's Report as set out in the Company's Annual Report for the year ended 30 June 2020.

Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of Section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2020 be adopted."

Resolution 2: Election of Mr Simon O'Loughlin as a Director of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purpose of rule 14.4 of the Constitution and for all other purposes, Mr Simon O'Loughlin, having been appointed to the Board of Directors during the year, retires as a director in accordance with the Constitution of the Company and being eligible for election, be elected as a director of the Company."

Resolution 3: Election of Mr Simon Taylor as a Director of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purpose of rule 14.4 of the Constitution and for all other purposes, Mr Simon Taylor, having been appointed to the Board of Directors during the year, retires as a director in accordance with the Constitution of the Company and being eligible for election, be elected as a director of the Company."

Resolution 4: Re-Election of Mr Gary Fietz as a Director of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purpose of rule 14.2 of the Constitution and for all other purposes, Mr Gary Fietz, being a Director who retires by rotation and being eligible for re-election, be re-elected as a Director of the Company."

Resolution 5: Ratification of prior issue of Shares

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 27,272,727 Shares on 15 September 2020 on the terms and conditions as set out in the Explanatory Statement."

Resolution 6: Approval on appointment of Auditor

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of section 327B(1) of the Corporations Act 2001 (Cth) (Act) and for all other purposes, William Buck Audit (Vic) Pty Ltd (William Buck), having consented in writing and been duly nominated in accordance with Section 328B(1) of the Act, be appointed as auditor of the Company to hold office from the conclusion of this Annual General Meeting until it resigns or is removed from the office of auditor of the Company and that pursuant to section 331 and other applicable provisions of the Corporations Act, William Buck be paid remuneration as may be mutually agreed between the auditors and the Board of Directors of the Company."

SPECIAL BUSINESS

Resolution 7: Approval of amendments to the Constitution

To consider and, if thought fit, pass the following resolution as a special resolution:

"That, for the purposes of Section 136(2) of the Corporations Act and for all other purposes, approval is given that the Constitution of Stellar Resources Limited is amended in the manner set out in the Explanatory Statement, with effect from the conclusion of the Meeting."

Resolution 8: Approval of 10% Placement Facility

To consider and, if thought fit, pass the following resolution as a special resolution:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement."

BY ORDER OF THE BOARD

Melanie Leydin Company Secretary 9 October 2020

Notes

• 1. Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.
• 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

3. Proxies

• a. Votes at the General Meeting may be given personally or by proxy, attorney or representative.
• b. Each shareholder has a right to appoint one or two proxies.
• c. A proxy need not be a shareholder of the Company.
• d. If a shareholder is a company, it must execute under its common seal or otherwise in accordance with its Constitution or the Corporations Act.
• e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.
• f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder's votes,
• each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands. g. A proxy form must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority.
• h. To be effective, Proxy Forms must be received by the Company's share registry (Boardroom Pty Limited) no later than 48 hours before the commencement of the General Meeting, this is no later than 10:00am (AEDT) on Tuesday, 17 November 2020. Any proxy received after that time will not be valid for the scheduled Meeting.

4. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

5. How the Chair will vote Undirected Proxies

Subject to the restrictions set out in Note 6 below, the Chair of the meeting will vote undirected proxies in favour of all of the proposed resolutions.

6. Voting Exclusion Statement:

Resolution 1

In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (KMP voter), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either:

• (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
• (b) the KMP voter is by the Chair of the meeting and the appointment of the Chair as proxy:
  • a. does not specify the way the proxy is to vote on the resolution; and
  • b. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or the consolidated entity.

If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 2, 3 & 4

There is no voting exclusion on this resolution.

Resolution 5

The Company will disregard any votes cast in favour on this Resolution by any person who participated in the issue of securities or any associates of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• a) a person as a 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; or
• b) the chair of the meeting 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.

Resolution 6 and 7

There is no voting exclusion on this resolution.

Resolution 8

As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7.

7. Enquiries

Shareholders are invited to contact the Company Secretary, Melanie Leydin on +61 3 9692 7222 if they have any queries in respect of the matters set out in these documents.

EXPLANATORY STATEMENT

Purpose of Information

This Explanatory Statement ("Statement") accompanies and forms part of the Company's Notice of Annual General Meeting ("Notice") for the 2020 Annual General Meeting ("Meeting") will be held virtually via a webinar conferencing facility at 10.00am (AEDT) on Thursday, 19 November 2020.

The Notice incorporates, and should be read together, with this Statement.

Receipt and consideration of Accounts & Reports

A copy of the Annual Report for the financial year ending 30 June 2020 which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at +61 3 9692 7222, and you may request that this occurs on a standing basis for future years.

Alternatively, you may access the Annual Report at the Company's website http://www.stellarresources.com.au/ or via the Company's announcement platform on ASX (ASX: SRZ). Except for as set out in Resolution 1, no resolution is required on these reports.

Shareholders will have the opportunity to ask questions about or make comments on, the 2020 Annual Report and the management of the Company. The auditor will be invited to attend, to answer questions about the audit of the Company's 2020 Annual Financial Statements.

Resolution 1: Adoption of Remuneration Report

Background

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors' Report in the Company's 2020 Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.

It is noted that at the Company's last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty five (25%) per cent of the total votes cast on that resolution and accordingly, a spill resolution will not under any circumstances be required for the Meeting.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

Board Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors recommend that shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.

Voting Exclusions

Refer to Note 6 for voting exclusions.

Resolution 2: Election of Mr Simon O'Loughlin as a Director of the Company

Background

Mr Simon O'Loughlin was appointed as a Non-Executive Director on 24 December 2019 and being eligible, offers himself for election to the Board.

Mr O'Loughlin is the founder of O'Loughlins Lawyers, an Adelaide based, specialist commercial law firm. He has extensive experience in the corporate and commercial law fields while practising in Sydney and Adelaide, and also holds accounting qualifications. Mr O'Loughlin has extensive experience and involvement with companies in the small industrial and resources sectors. He has also been involved in the listing and backdoor listing of numerous companies on the ASX. He is a former Chairman of the Taxation Institute of Australia (SA Division) and Save the Children Fund (SA Division). He has extensive knowledge of and experience in the equity capital markets and the ASX and ASIC rules and regulations. He has held many non-executive directorships on ASX listed companies over the last 20 years.

Board Recommendation

The Board (with Mr O'Loughlin abstaining), recommends that shareholders vote in favour of the election of Mr O'Loughlin.

Voting Exclusions

Refer to Note 6 for voting exclusions.

Resolution 3: Election of Mr Simon Taylor as a Director of the Company

Background

Mr Simon Taylor was appointed as a Non-Executive Director on 24 December 2019 and being eligible, offers himself for election to the Board.

Mr Taylor is a resource executive with over 25 years' experience in geology, management at CEO and Board levels and in the finance sector. He has had a diversified career as a resources professional providing services to resource companies and financial corporations at both a technical and corporate level. His experience spans a range of commodities including gold, fertilisers (phosphate and potash), base metals, nickel, uranium and coal. Whilst his experience includes Australia, a majority of his projects have been in international countries including Brazil, Mali, Turkey, Uganda, Tanzania, China, UK and North America. He also advises companies at the corporate level on capital management, acquisitions, promotion and opportunities to add shareholder value. He is the Managing Director of Oklo Resources and a Non-Executive Director of Chesser Resources. Simon is a Member of the Australian Institute of Geoscientists and a graduate of Sydney University.

Board Recommendation

The Board (with Mr Taylor abstaining), recommends that shareholders vote in favour of the election of Mr Taylor.

Voting Exclusions

Refer to Note 6 for voting exclusions.

Resolution 4: Re-Election of Mr Gary Fietz as a Director of the Company

Background

Mr Gary Fietz was appointed as a Non-Executive Director on 6 May 2019 and being eligible, offers himself for re-election to the Board.

Mr Fietz has over 30 years of technical and commercial experience in the mining industry including; exploration management, mineral resource estimation, study management (Scoping, Pre-Feasibility, and Feasibility Studies), project generation and assessment, governance, corporate finance, mergers and acquisitions and strategic planning. He is a former Managing Director and NED of ASX and foreign listed exploration and resource development companies. He has previously worked in tin, iron ore, coking coal and gold exploration and development in Australia, the UK, North and South America, Africa and India

Board Recommendation

The Board (with Mr Fietz abstaining), recommends that shareholders vote in favour of the re-election of Mr Fietz.

Voting Exclusions

Refer to Note 6 for voting exclusions.

Resolution 5: Ratification of prior issue of Shares

Background

The Company is seeking shareholder approval to ratify the issue of 27,272,727 Shares on 15 September 2020 to sophisticated, professional and other exempt investors under Placement. The Placement was undertaken in conjunction with a Fully Underwritten Entitlement Offer as announced on 14 September 2020 which raised the Company (including the Entitlement Offer) a total of approximately $2.18m before costs. The lead manager for the Placement and Entitlement Offer was Taylor Collison.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, without shareholder approval, issue or agree to issue more securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. The issue of Shares were issued within the Company's available placement capacity under ASX Listing Rule 7.1.

Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of shareholders for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rules 7.1 at the time and shareholders subsequently approve it. The issue of Shares was within the Company's ASX Listing Rule 7.1 placement capacity and the Company now seeks Shareholder ratification of the issue pursuant to ASX Listing Rule 7.4.

If Resolution 5 is approved, the issue of 27,272,727 Shares may be treated by the Company as having been made with Shareholder approval under ASX Listing Rules 7.1. The Company will therefore be able to issue additional equity securities without the Shares in the subject of Resolution 5, counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1.

If this Resolution 5 is not approved, the prior issue of 27,272,727 Shares will not be treated by the Company as having been made with Shareholder approval under ASX Listing Rules 7.1. The Company will therefore have the 27,272,727 Shares as counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1. This will limit the Company's placement capacity under the Listing Rule 7.1.

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

• a) the Shares were issued to clients of Taylor Collison being sophisticated, professional and other exempt investors;
• b) the total number and class of securities issued were 27,272,727 fully paid ordinary shares in the Company;
• c) the Shares were issued on 15 September 2020;
• d) The securities issued rank pari pasu with all existing securities of their class;
• e) the Shares were issued at an issue price of $0.011 (1.1 cents) per share; and
• f) the purpose of the placement was to raise money to fund the exploration and minerals projects and general working capital requirements of the Company.

Board Recommendation

The Board recommends that shareholders vote in favour of Resolution 5 and ratify the prior issue of 27,272,727 Shares as described above.

Voting Exclusions

Refer to Note 6 for voting exclusions.

Resolution 6: Approval on appointment of Auditor

The purpose of this resolution is to seek shareholder approval for the ongoing appointment of William Buck Audit (Vic) Pty Ltd (William Buck) as auditor under section 327C (2) of the Corporations Act (Cth) (Act). William Buck was appointed by the Board to act as auditor of the Company in accordance with section 327C (1) of the Act, following the resignation of Deloitte Touche Tohmatsu ("Deloitte"), and ASIC's consent to the resignation in accordance with s329(5) of the Act, as announced on 30 January 2020.

Section 327C(2) of the Corporations Act further provides that any such auditor appointed to fill the vacancy holds office until the company's next annual general meeting. This is consistent with section 327B(1) of the Corporations Act, which provides that a public company must appoint an auditor of the company at its first annual general meeting and thereafter at each subsequent annual general meeting where an auditor is appointed by the company to fill any vacancy in the office of auditor.

The Company has received a nomination under section 328B of the Corporations Act from a shareholder for William Buck to be re-appointed as the Company's auditor, a copy of which is annexed as Annexure 1 to this Explanatory Statement.

If Resolution 6 is passed, the appointment of William Buck Audit (Vic) Pty Ltd as the Company's auditors will take effect from the close of the Meeting.

Board Recommendation

The Board recommends that shareholders vote in favour of Resolution 6 and provide approval for the ongoing appointment of William Buck Audit (Vic) Pty Ltd as auditor of the Company.

Voting Exclusions

Refer to Note 6 for voting exclusions.

SPECIAL BUSINESS

Resolution 7: Approval of amendments to the Constitution

Background

As part of its regular review of its operations in order to streamline administration, minimise costs and incorporate recent regulatory updates, the Company proposes to amend the Constitution as set out below.

The amendments are proposed in order to bring the provisions of the Constitution in line with recent technological updates and will assist the Company to streamline communications with shareholders as well as utilise various electronic platforms and tools to hold and conduct shareholder meetings.

Section 136(2) of the Corporations Act states that a company may "modify or repeal its constitution, or provision of its constitution, by special resolution". Accordingly, this Resolution 7 is proposed as a special resolution.

Proposed Amendments

By Resolution 7, the Company seeks shareholder approval for the purposes of section 136(2) of the Corporations Act, and for all other purposes, to amend the Constitution of the Company in the following manner:

1. Include the following as a definition of "Board":

Board means the board of Directors of the Company.

1. Insert as a new clause 12.10 the following:

12.10 Use of technology at General Meetings

• (a) The Company may hold a meeting of Shareholders (whether called by Directors or requisition) at two or more venues, including by way of virtual or hybrid meeting, using any technology that gives the Shareholders as a whole a reasonable opportunity to participate.
• (b) If the technology used in accordance with clause 12.10(a) encounters a technical difficulty, whether before or during the meeting, which results in a member not being able to participate in the meeting, the chairman may, subject to the Corporations Act and this Constitution, allow the meeting to continue or may adjourn the meeting either for such reasonable period as may be required to fix the technology or to such other time and location as the chairman deems appropriate.
• 1. Insert as new sub-clauses 13.8(b), 13.8(c) and 13.8(d) (and amend the existing clause 13.8 to subclause 13.8(a)) the following:

13.8 General Conduct

• (b) If a separate meeting place is linked to the main place of a meeting of Shareholders by an instantaneous audio-visual communication device which, by itself or in conjunction with other arrangements:
  • (i) gives the general body of Shareholders in the separate meeting place a reasonable opportunity to participate in proceedings in the main place;
  • (ii) enables the chairman to be aware of proceedings in the other place; and
  • (iii) enables the Shareholders in the separate meeting place to vote on a show of hands or on a poll,

a Shareholder present at the separate meeting place is taken to be present at the meeting of Shareholders and entitled to exercise all rights as if she or he was present at the main place.

• (c) If, before or during the meeting, any technical difficulty occurs where one or more of the matters set out in clause 13.8(b) is not satisfied, the chairman of the meeting may:
  • (i) adjourn the meeting until the difficulty is remedied; or
  • (ii) continue to hold the meeting in the main place (and any other place which is linked under clause 13.8(b)) and transact business, and no Shareholder may object to the meeting being held or continuing.
• (d) Nothing in this clause 13.8 is to be taken to limit the powers conferred on the chairman of the meeting by law.
• 1. Insert as new sub-clauses 16.1(b) and 16.1(c) (and amend the existing clause 16.1 to sub-clause 16.1(a)) the following:
  • (b) A meeting of Directors may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating can hear and be heard. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of Directors present at the meeting is located or, if an equal number of Directors is located in each of 2 or more places, at the place where the chairman of the meeting is located.
  • (c) If a failure in communications prevents clause 16.1(b) from being satisfied as a result of which one or more Directors cease to participate, the chairman may adjourn the meeting until the difficulty is remedied or may, where a quorum of Directors remains present, continue with the meeting. If, as a result of the technical difficulty, a quorum of Directors is not present, then the meeting is suspended until clause 16.1(b) is satisfied again. If clause 16.1(b) is not satisfied within 15 minutes from the time the meeting was interrupted, the meeting is deemed to have terminated.
• 1. Replace clause 26.1 with the following:

26.1 Service by the Company to Shareholders

(a) A notice may be given by the Company to any Shareholder by:

• (i) serving it on her or him personally;
• (ii) sending it by post to the Shareholder's address in the Register of Shareholders or an alternative address nominated by the Shareholder;
• (iii) unless the member has requested otherwise, sending the notice (and any accompanying material) to an electronic address the Shareholder has supplied to the Company for the giving of notices or by other electronic means determined by the Board acting reasonably and previously notified to Shareholders; or
• (iv) subject to compliance with the Corporations Act and the Listing Rules, unless the Shareholder has requested otherwise, sending notice to:
  • (A) an electronic address the Shareholder has supplied to the Company for the giving of notices, of a URL from which the notice and other material can be viewed or downloaded; or
  • (B) the Shareholder's address in the Register of Shareholders or an alternative address nominated by the Shareholder, a letter or postcard setting out a URL from which the notice and other material can be viewed or downloaded.
• (b) For the purposes of this clause 26.1, the fact that a Shareholder has supplied an electronic address for the giving of notices does not require the Company to give any notice to that person by electronic means.
• 1. Replace clause 26.4 with the following:

26.4 Deemed receipt of Notice

• (a) A notice to a person (including a Shareholder) by the Company is taken to have been effected:
  • (i) if it is delivered personally – on that day;
  • (ii) if it is sent by post – on the day after the date of its posting;
  • (iii) if it is sent by electronic means – once sent by the Company (regardless of whether or not the notice is actually received by the person);
  • (iv) if it is made available on the Company's website and/or the ASX Market Announcements Platform – on the date the notice becomes available for viewing and downloading by a member of the public; or
  • (v) if it is given by a manner authorised under clause 26.1(a)(iv) – on the date nominated by the Company (acting reasonably) in the notice.
• 1. Replace clause 26.6 with the following:

26.6 Notices to Personal Representatives and Others

A notice may be given by the Company to a person entitled to a share as a result of a transmission event or as consequence of the death or bankruptcy of Shareholder in any manner authorised by clause 26.1(a) and addressed to the name or title of the person:

• (a) at or to such address or electronic address supplied to the Company for the giving of notices; or
• (b) if no address or electronic address has been supplied, at or to the address or electronic address to which the notice might have been sent if the relevant transmission event had not occurred.
• 1. Add the following into clause 26.9, between "…is kept)" and "for a period of 48 hours":

"or (whilst the Company has Listed Securities) publishing the notice on the Company's page of the ASX Market Announcements Platform,."

The clause 26.9 to now read as:

26.9 Incorrect Address

Where the Company has bona fide reason to believe that a Shareholder is not known at his or her registered address, and the Company has subsequently made an enquiry in writing at that address as to the whereabouts of the Shareholder and this enquiry either elicits no response or a response indicating that the Shareholder or his present whereabouts are unknown, all future notices will be deemed to be given to the Shareholder if the notice is exhibited in the Registered Office (or, in the case of a Shareholder registered on a Branch Register, in a conspicuous place in the place where the Branch Register is kept), or (whilst the Company has Listed Securities) publishing the notice on the Company's page of the ASX Market Announcements Platform, for a period of 48 hours (and shall be deemed to be duly served at the commencement of that period) unless and until the Shareholder informs the Company of a new address to which the Company may send him notices (which new address shall be deemed his registered address).

Board Recommendation

The Board recommends that shareholders vote in favour of Resolution 7.

Voting Exclusions

Refer to Note 6 for voting exclusions.

Resolution 8: Approval of 10% Placement Facility

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the Annual General Meeting ("10% Placement Facility"). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is, at the date of this Notice, an eligible entity.

The Company is seeking shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. The effect of Resolution 20 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period (as described below) without using the Company's 15% placement capacity under Listing Rule 7.1.

If Shareholders approve Resolution 8, the number of Equity Securities permitted to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below).

If Shareholders do not approve Resolution 8, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for under Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at this Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. This means it requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being Fully Paid Ordinary Shares.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12-month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

is the number of shares on issue at the commencement of the "relevant period" (which, for the Company, is the 12 month period immediately preceding the date of the issue or agreement):

• (A) plus the number of fully paid shares issued in the relevant period under an exception in Listing Rule 7.2, other than exception 9, 16 or 17;
• (B) plus the number of fully paid shares issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:
  • (i) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
  • (ii) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;
• (C) plus the number of fully paid shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:
  • (i) the agreement was entered into before the commencement of the relevant period; or
  • (ii) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;
• (D) plus the number of fully paid shares issued in the relevant period with approval of holders of shares under Listing Rules 7.1 or 7.4;
• (E) plus the number of partly paid shares that became fully paid in the relevant period;
• (F) less the number of fully paid shares cancelled in the relevant period.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%
• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by shareholders under Listing Rule 7.1 or 7.4.
• (d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer above).

(e) Nature of consideration for issue and Minimum Issue Price

The Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per security which must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or
• (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the first to occur of the following:

• (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained;
• (ii) the time and date of the Company's next annual general meeting;
• (iii) the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

(10% Placement Period).

Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) If Resolution 8 is approved by Shareholders, the period for which the Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A commences on the date of the Annual General Meeting at which the approval is obtained, being 19 November 2020, and expires on the first to occur of the following:
  • (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained, being 19 November 2021;
  • (ii) the time and date of the Company's next annual general meeting;
  • (iii) the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
• (b) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:
  • (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or
  • (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
• (c) The purposes for which the funds raised by an issue of Equity Securities under rule 7.1A.2 may be used by the Company include:
  • (i) advancements of the Company's current and future exploration tenements; and
  • (i) general working capital.
• (d) If Resolution 8 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the table below. Shareholders may also be exposed to economic risk and voting dilution, including the following:
  • (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and
  • (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the market price of Shares as at 8 October 2020 (Current Share Price) and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
• two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

		Issue Price
Variable 'A' in ListingRule 7.1A.2		$0.00950% decrease inCurrent SharePrice	$0.018Current SharePrice	$0.036100% increase inCurrent SharePrice
Current Variable A657,981,968 Shares	10% VotingDilution	65,798,197 Shares
	Funds raised	$592,184	$1,184,368	$2,368,735
50% increase incurrent Variable A986,972,952 Shares	10% VotingDilution	98,697,295 Shares
	Funds raised	$888,276	$1,776,551	$3,553,103
100% increase incurrent Variable A1,315,963,936 Shares	10% VotingDilution	131,596,394 Shares
	Funds raised	$1,184,368	$2,368,735	$4,737,470

The table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
• No Options or Share rights are exercised into Shares before the date of the issue of the Equity Securities;
• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Annual General Meeting.
• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
• The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
• The Current Share Price is $0.018 (1.8 cents), being the closing price of the Shares on ASX on 8 October 2020.
• (e) The Company will comply with the disclosure obligations under Listing Rule 7.1A(4) upon issue of any Equity Securities.

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to relevant factors including, but not limited to, the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
• (ii) the effect of the issue of the Equity Securities on the control of the Company;
• (iii) the financial situation and solvency of the Company; and
• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders, subject to compliance with Listing Rule 10.11, and/or new Shareholders who are not related parties or associates of a related party of the Company.

Equity Issues over the Last 12 Months – Listing Rule 7.3A.6

The table below shows the total number of equity securities issued in the past 12 months preceding the date of the Annual General Meeting under Listing Rule 7.1A.2, and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12-month period.

Numberofequitysecuritiesonissueat	439,471,590
commencement of 12-month period
Equity securities issued in the prior 12-month38,032,873
period under Listing Rule 7.1A.2*
Percentage of equity securities represent of total	8.65%
numberofequitysecuritiesonissueat
commencement of 12-month period

*For full details of issues of equity securities made by the Company under listing rule 7.1A.2 since the date of the last Annual General Meeting, see Annexure 2.

(f) The company has not agreed, before the 12 month period referred to in the preceding paragraph, to issue any Equity Securities under rule 7.1A.2 where such securities remain unissued as at the date of the Meeting.

Board Recommendation

The Board believes that Resolution 8 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution.

Voting Exclusions

Refer to Note 6 for voting exclusions.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

"$" means Australian Dollars;

"10% Placement Facility" has the meaning as defined in the Explanatory Statement for Resolution 8;

"10% Placement Period Facility" has the meaning as defined in the Explanatory Statement for Resolution 8;

"Annual Report" means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2020;

"AEDT" means Australian Eastern Standard Time;

"AGM" means Annual General Meeting;

"ASX" means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires; "Board" means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

"Chair" means the person appointed to chair the Meeting of the Company convened by the Notice;

"Closely Related Party" means:

• (a) a spouse or child of the member;
• (b) has the meaning given in section 9 of the Corporations Act.

"Company" means Stellar Resources Limited ACN 108 758 961;

"Constitution" means the constitution of the Company as at the date of the Meeting;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Director" means a Director of the Company;

"Equity Security" has the same meaning as in the Listing Rules;

"Explanatory Statement" means the explanatory statement which forms part of the Notice;

"Key Management Personnel" means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company;

"Listing Rules" means the Listing Rules of the ASX;

"Meeting" has the meaning given in the introductory paragraph of the Notice;

"Notice" means this Notice of Meeting including the Explanatory Statement;

"Options" means the right of the holder to be issued one new Share on payment of the applicable exercise price.

"Proxy Form" means the Proxy Form attached to the Notice;

"Remuneration Report" means the remuneration report which forms part of the Directors' Report of the Company for the financial year ended 30 June 2020 and which is set out in the 2020 Annual Report.

"Resolution" means a resolution referred to in the Notice;

"Rights" means a right to acquire a Share, subject to conditions specified by the Board

"Section" means a section of the Explanatory Statement

"Share" means a fully paid ordinary share in the capital of the Company; and

"Shareholder" means shareholder of the Company.

"Share Registry" means Boardroom Pty Limited (ABN 14 003 209 836);

"VWAP" means the volume weighted average price

ANNEXURE 1

(Resolution 6)

Notice of nomination of William Buck as auditor

5 October 2020

Stellar Resources Limited Level 4, 100 Albert Road South Melbourne VIC 3205

Dear Sir/Madam,

STELLLAR RESOURCES LIMITED | NOTICE OF NOMINATION OF NEW AUDITOR IN ACCORDANCE WITH SECTION 328B OF THE CORPORATIONS ACT 2001

I, the undersigned, being a shareholder of Stellar Resources Limited ("Company"), understand that the current auditor of the Company has tendered a notice of resignation to the Australian Securities and Investments Commission (ASIC) in accordance with section 329 of the Corporations Act 2001, with the resignation to take place, subject to the approval of ASIC.

Consequently, I hereby give written notice pursuant to section 328B of the Corporations Act 2001, of the nomination of William Buck Audit (Vic) Pty Ltd for appointment as auditor of the Company at the forthcoming shareholders' meeting.

Your faithfully

Gary Fietz

ANNEXURE 2 Resolution 10 - Approval of 10% Placement Facility

CASH ISSUES UNDER LISTING RULE 7.1A

Date	Number of	Security	Terms	Description	Party or Basis	Price	Discount	Total	Use of Consideration
	Securities	Type						Consideration
24 December2019	38,032,873	FPO	FPO	Placement	Sophisticated andProfessionalinvestors	$0.009	Nil	$342,295.85	Proceeds tobe used towardsgeneral working capital purposes.
Total	38,032,873						Total	$342,295.85

Glossary

FPO Fully Paid Ordinary Shares

All Correspondence to:

	By Mail	Boardroom Pty LimitedGPO Box 3993Sydney NSW 2001 Australia
	By Fax:	+61 2 9290 9655
	Online:	www.boardroomlimited.com.au
		By Phone: (within Australia) 1300 737 760
		(outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10.00am (AEDT) on Tuesday, 17 November 2020.

TO VOTE ONLINE BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/srzagm2020

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)

STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company's securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10.00am (AEDT) on Tuesday, 17 November 2020. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online	https://www.votingonline.com.au/srzagm2020
 By Fax	+ 61 2 9290 9655
 By Mail	Boardroom Pty LimitedGPO Box 3993,Sydney NSW 2001 Australia
In Person	Boardroom Pty LimitedLevel 12, 225 George Street,Sydney NSW 2000 Australia

Your Address

using this form.

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Stellar Resources Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually via Zoom link on Thursday, 19 November, 2020 at 10.00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting is authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2	VOTING DIRECTIONS* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will notbe counted in calculating the required majority if a poll is called.
		For	Against	Abstain*
Resolution 1	Adoption of Remuneration Report
Resolution 2	Election of Mr Simon O'Loughlin as a Director of the Company
Resolution 3	Election of Mr Simon Taylor as a Director of the Company
Resolution 4	Re-Election of Mr Gary Fietz as a Director of the Company
Resolution 5	Ratification of prior issue of Shares
Resolution 6	Approval on appointment of Auditor
Resolution 7	Approval of amendments to the Constitution
Resolution 8	Approval of 10% Placement Facility

STEP 3SIGNATURE OF SECURITYHOLDERSThis form must be signed to enable your directions to be implemented.
Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director	Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2020