STELLAR RESOURCES LIMITED — Capital/Financing Update 2022

Aug 21, 2022

Announcement Summary

Entity name

STELLAR RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

22/8/2022

The Proposed issue is:

A placement or other type of issue An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

ASX +security code	+Security description	Maximum Number of+securities to be issued
New class-code to beconfirmed	Unlisted options	16,666,667
SRZ	ORDINARY FULLY PAID	33,333,333

+Record date

19/8/2022

Offer closing date

23/9/2022

+Issue date

30/9/2022

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
New class-code to beconfirmed	Unlisted options	62,947,500
SRZ	ORDINARY FULLY PAID	125,895,000

Proposed +issue date 29/8/2022

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ACN

108758961

1.3 ASX issuer code

SRZ

1.4 The announcement is New announcement

1.5 Date of this announcement

22/8/2022

1.6 The Proposed issue is:

An offer of +securities under a +securities purchase plan

A placement or other type of issue

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? Yes

4A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated oractual?	** Approval
+Security holder approval	8/11/2022		received/condition met?
		Estimated	No

Comments

The Company proposes to raise up to AUD2.4m under Placement and Share Purchase Plan as announced on 22 August 2022. Investors under the Placement and eligible shareholders under the SPP to be offered one free attaching option for every two new Shares subscribed which will be subject to shareholder approval in November 2022.

Part 4B - 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

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description SRZ : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted

33,333,333

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? Yes

Describe the maximum subscription condition

The Company intends to raise up to $500,000 under the SPP, and the Company reserves the right to scale back applications. In the event of oversubscriptions, the Company, in consultation with the Lead Manager, may accept up to $1,000,000 under the SPP.

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 1,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes

Is the maximum acceptance unit based or dollar based?

Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

Describe all the applicable parcels available for this offer in number of securities or dollar value

$1,000
$2,500
$5,000
$7,500
$10,000
$15,000
$20,000
$25,000
$30,000

Offer price details

Has the offer price been determined?Yes
In what currency will the offerbe made?	What is the offer price per+security?
AUD - Australian Dollar	AUD 0.01500

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

The Company reserves the right to scale back applications at the directors discretion likely to be on pro-rata basis.

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

Attaching +Security

The proposed attaching security can only be of an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX) New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

Have you received confirmation from ASX that the termsof the proposed +securities are appropriate andequitable under listing rule 6.1?No	Will the entity be seeking quotation of the 'new' class of+securities on ASX?No
ASX +security code	+Security description
New class-code to be confirmed	Unlisted options
+Security type
Options
Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?Fractions rounded down to the nearest whole number orfractions disregarded	Maximum total number of those +securities that could beissued if all offers under the +securities purchase planare accepted16,666,667
Offer price details
Has the offer price been determined?Yes
In what currency will the offer be made?	What is the offer price per +security?
AUD - Australian Dollar	AUD 0.02500

Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the +security purchase plan No

Please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS Yes

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

The Company reserves the right to scale back applications at the directors discretion likely to be on pro-rata basis.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price	Expiry date
AUD 0.0250	11/11/2024

Details of the type of +security that will be issued if the option is exercised

SRZAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Number of securities that will be issued if the option is exercised

16,666,667

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

https://www.stellarresources.com.au/

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

22/8/2022

4C.2 +Record date

19/8/2022

4C.3 Date on which offer documents will be made available to investors

2/9/2022

4C.4 Offer open date 2/9/2022

4C.5 Offer closing date

23/9/2022

4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer

30/9/2022

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements?

Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer?

Yes

4E.1a Who is the lead manager/broker?

Taylor Collison Limited

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Under the mandate with the Lead Manager, they will receive a management fee of 2.0% of the gross proceeds raised under the Placement, a selling fee of 4.0% of the gross proceeds raised under the Placement and 25,179,000 Broker Options (on the same terms as the New Options to be issued under the Placement and SPP). The Broker Options to be issued to the Lead Manager are subject to shareholder approval.

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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

N/A

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The capital raised under the Placement and SPP will be used to continue to fund exploration and development on the Company's portfolio of projects, including the Heemskirk Tin Project and for general working capital.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

All countries outside of Australia and New Zealand.

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://www.stellarresources.com.au/home/investor-information/asx-announcement/

4F.4 Any other information the entity wishes to provide about the proposed offer

N/A

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approvalreceived/condition met?
+Security holder approval	8/11/2022	actual?
		Estimated	No

Comments

The Company proposes to raise AUD2.4m via Placement and SPP announced on 22 August 2022. Investors under the Placement and eligible shareholders under the SPP to be offered one free attaching option for every two new Shares subscribed which will be subject to shareholder approval in November 2022.

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? Yes

Details of +securities proposed to be issued

ASX +security code and description

SRZ : ORDINARY FULLY PAID

Number of +securities proposed to be issued

125,895,000

Offer price details

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

In what currency is the cash What is the issue price per

In what currency is the cashconsideration being paid?	What is the issue price per+security?
AUD - Australian Dollar	AUD 0.01500
Will these +securities rank equally in all respects from their issue date withthe existing issued +securities in that class?Yes
Attaching +Security
New class		Is the proposed attaching 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)?
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from ASX that the termsof the proposed +securities are appropriate andequitable under listing rule 6.1?No		Will the entity be seeking quotation of the 'new' class of+securities on ASX?No
ASX +security code		+Security description
New class-code to be confirmed		Unlisted options
+Security typeOptions
Number of +securities proposed to be issued
62,947,500
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?No

Please describe the consideration being provided for the +securities

Investors under the Placement and eligible shareholders under the SPP to be offered one free attaching unlisted option for every two New Shares subscribed for, exercisable at $0.025 (2.5 cents) on or before an expiry date of two years from the date of issue.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar

Exercise price AUD 0.0250

Expiry date 11/11/2024

Details of the type of +security that will be issued if the option is exercised SRZAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Number of securities that will be issued if the option is exercised

62,947,500

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

https://www.stellarresources.com.au/

Part 7C - Timetable

7C.1 Proposed +issue date 29/8/2022

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?

125,895,000 shares

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?

They will receive a management fee of 2.0% of the gross proceeds raised under the Placement, a selling fee of 4.0% of the gross proceeds raised under the Placement and 25,179,000 Broker Options (on the same terms as the New Options to be issued under the Placement and SPP). The Broker Options to be issued to the Lead Manager are subject to shareholder approval.

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

N/A

Part 7F - Further Information

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

The capital raised by the issue of the New Shares will be used to continue to fund exploration and development on the Company's portfolio of projects, including the Heemskirk Tin Project and for general working capital.

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

N/A

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)