STELLAR RESOURCES LIMITED — Capital/Financing Update 2020

Sep 13, 2020

Announcement Summary

Entity name STELLAR RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Monday September 14, 2020

The Proposed issue is:

A placement or other type of issue A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

ASX +security code	+Security description	Maximum Number of+securities to be issued
SRZ	ORDINARY FULLY PAID	187,994,800

Ex date

Wednesday September 16, 2020

+Record date

Thursday September 17, 2020

Offer closing date

Tuesday October 6, 2020

Issue date

Tuesday October 13, 2020

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +security code	+Security description	Maximum Number of+securities to be issued
SRZ	ORDINARY FULLY PAID	27,272,727

Proposed +issue date

Tuesday September 15, 2020

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

STELLAR RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

108758961

1.3 ASX issuer code

SRZ

1.4 The announcement is

New announcement

1.5 Date of this announcement

Monday September 14, 2020

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

• Non-renounceable

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional?

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to the entity

No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

SRZ : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise?

Details of +securities proposed to be issued

ASX +security code and description

SRZ : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securitiesto be issued	For a given quantity of +securitiesheld
2	5
What will be done with fractionalentitlements?	Maximum number of +securitiesproposed to be issued (subject torounding)

Fractions rounded up to the next whole number

Offer price details for retail security holders

In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.01000

187,994,800

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3C - Timetable

3C.1 +Record date Thursday September 17, 2020

3C.2 Ex date

Wednesday September 16, 2020

3C.4 Record date

Thursday September 17, 2020

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Monday September 21, 2020

3C.6 Offer closing date

Tuesday October 6, 2020

3C.7 Last day to extend the offer closing date

Thursday October 1, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis

Wednesday October 7, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Friday October 9, 2020

3C.11 +Issue date

Tuesday October 13, 2020

3C.12 Date trading starts on a normal T+2 basis

Wednesday October 14, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Friday October 16, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Taylor Collision Limited

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

• Underwriting fee of 4% of the underwritten amount and a 2% Management Fee of the Underwritten amount plus GST, where applicable.

• A Management fee of 2% and selling fee of 4% of the gross proceeds of the Placement

3E.2 Is the proposed offer to be underwritten?

Yes

3E.2a Who are the underwriter(s)?

Taylor Collision Limited

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Fully Underwritten

Proposed issue of securities

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

• Underwriting fee of 4% of the underwritten amount and a 2% Management Fee of the Underwritten amount plus GST, where applicable.

• A Management fee of 2% and selling fee of 4% of the gross proceeds of the Placement

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

The terms are provided in the offer booklet in section 7.12 but summarised below:

(a) a statements in the offer document or cleansing statement is inaccurate or misleading;

• (b) drops in the market by 10% or more below the level on the business day before the date the Offer is announced
• (details within offer document);
• (c) regulatory investigations in relation to the offers;
• (d) removal from ASX Listing;
• (e) a director or a senior manager of a Relevant Company is charged with an indictable offence;
• (f) insolvency;
• (g) changes to the timetable greater than three days without prior written consent;
• (h) changes to the capital structure; and
• (i) other items as outlined within the offer booklet.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Mr Simon O'Loughlin, Mr Simon Taylor and Mr Thomas Whiting

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

A total of $120,000

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

Nil

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

None

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To facilitate funding of the exploration and minerals projects and for general working capital requirements of the company.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

FIJI
GERMANY
HONG KONG
LUXEMBOURG
MALAYSIA
PAPUA NEW GUINEA
SINGAPORE
SWITZERLAND
TAIWAN, PROVINCE OF CHINA
UNITED KINGDOM
USA

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

http://www.stellarresources.com.au/

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue?

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to the entity

No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

SRZ : ORDINARY FULLY PAID

Number of +securities proposed to be issued

27,272,727

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid?

What is the issue price per +security? AUD 0.01100

AUD - Australian Dollar

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Tuesday September 15, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

27,272,727

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Taylor Collison Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

• Underwriting fee of 4% of the underwritten amount and a 2% Management Fee of the Underwritten amount plus GST, where applicable.

• A Management fee of 2% and selling fee of 4% of the gross proceeds of the Placement

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To facilitate funding of the exploration and minerals projects and for general working capital requirements of the company.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue