STELLAR RESOURCES LIMITED — Capital/Financing Update 2024

May 23, 2024

Announcement Summary

Entity name

STELLAR RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

24/5/2024

The Proposed issue is: A placement or other type of issue

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	Unquoted Options	10,000,000
SRZ	ORDINARY FULLY PAID	526,315,789

Proposed +issue date

30/5/2024

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

24/5/2024

1.6 The Proposed issue is: A placement or other type of issue

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? 7A.1a Conditions Yes

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	12/7/2024	actual?	received/condition met?
		Estimated

Comments

Tranche 1 will be issued in accordance with the Company's available placement capacity pursuant to ASX Listing Rule 7.1 and 7.1A and will be up to a total of approximately 388.4 million Shares. Tranche 2 will be subject to shareholder approval and will comprise approximately 138.1 million shares and 10 million broker options

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

the existing issued +securities in that class?

526,315,789

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? AUD - Australian Dollar

What is the issue price per +security? AUD 0.01900

Will these +securities rank equally in all respects from their issue date with

the existing issued +securities in that class? Yes

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)? New class

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

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation fromASX that the terms of the proposed+securities are appropriate andequitable under listing rule 6.1?No	Will the entity be seeking quotationof the 'new' class of +securities onASX?No
ASX +security code	+Security description
New class-code to be confirmed	Unquoted Options

+Security type

Options

Number of +securities proposed to be issued

10,000,000

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

Part consideration under engagement letter in payment to the Joint Lead Managers of the Placement

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

0.019000

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 0.0300

Expiry date 26/7/2024

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

SRZ : ORDINARY FULLY PAID

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

one (1) ordinary fully paid share to be issued on exercise of every one (1) unquoted option

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 30/5/2024

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?

233,010,216

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

155,340,144

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company has chosen to do a placement as it considered that it was the most cost-efficient and expedient method available to it at the time for raising the funds required by the Company to achieve its objectives, given the funding certainty, investor enquiry and the pricing achieved under the Placement.

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?

Bell Potter Securities Limited and Taylor Collison Limited

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

Management Fee - 3% of proceeds, Selling Fee - 3% of Proceeds, 10 million unquoted options exercisiable at $0.03, expiring 2 years from date of issue

7E.2 Is the proposed issue to be underwritten?

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue None No

Part 7F - Further Information

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

To conduct extensive drilling across the Heemskirk Tin Project to improve the resource category and test for extensions to the known mineralisation and 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

None

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)