Announcement PDF ASTRAL RESOURCES NL ACN 009 159 077 REPLACEMENT PROSPECTUS For an offer of up to 1,000 New Shares at an issue price of A$0.05 per New Share (Cleansing Offer). The Cleansing Offer is being undertaken primarily for the purposes of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of certain Shares recently issued by the Company. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY. THE SHARES OFFERED IN CONNECTION WITH THIS REPLACEMENT PROSPECTUS ARE OF A SPECULATIVE NATURE. IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY. Page |i IMPORTANT INFORMATION General This is a replacement prospectus dated and lodged with ASIC 1 July 2024. This replaces and makes changes to a previous prospectus dated 1 July 2024 following the identification of an error in section 4.7 of the previous prospectus. Neither ASIC, ASX nor their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). The Company will apply to ASX for Official Quotation by ASX of the New Shares offered under this Prospectus within seven days of the date of this Prospectus. A copy of this Prospectus is available for inspection at the Australian registered office of the Company at Suite 2, 6 Lyall Street, South Perth WA 6151 during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request. No person or entity is authorised to give any information or to make any representation in connection with the Cleansing Offer which is not contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors in connection with the Cleansing Offer. Continuously Quoted Securities In preparing this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. This Prospectus is issued pursuant to section 713 of the Corporations Act. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all information that would be included in a prospectus for an initial public offering. Exposure Period No exposure period applies to the Cleansing Offer. Speculative Investment An investment in the New Shares should be considered highly speculative. Refer to Section 3 for details of the key risks applicable to an investment in the Company. Persons wishing to apply for New Shares should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance profits and losses and prospectus of the Company and the rights and liabilities attaching to the New Shares. This Prospectus does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, their individual risk profile for speculative investments, investment objectives and individual financial circumstances. If persons considering applying for New Shares have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser. There is no guarantee that the New Shares will make a return on the capital invested, that dividends will be paid on the New Shares or that there will be an increase in the value of the New Shares in the future. Forward-looking Statements This Prospectus may contain forward-looking statements which may be identified by words such as 'believes', 'estimates', 'expects', 'intends', 'may', 'will', 'would', 'could', or 'should' and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risks associated with an investment in the Company are detailed in Section 3. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements. The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. The Company cannot and does not give assurances that the results, performance or achievements expressed or implied in the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Website No document or information included on the Company's website is incorporated by reference into this Prospectus. Currency All financial amounts contained in this Prospectus are expressed as Australian dollars unless otherwise stated. Rounding Any discrepancies between totals and sums and components in tables contained in this Prospectus are due to rounding. Time All references to time in this Prospectus are references to AWST, unless otherwise stated. Glossary Defined terms and abbreviations used in this Prospectus are detailed in the glossary of terms in Section 6. P a g e | iii CORPORATE DIRECTORY Directors Mr Mark Connelly – Non-Executive Chairman Mr Marc Ducler – Managing Director Mr Justin Osborne – Non-Executive Director Mr Peter Stern – Non-Executive Director Mr David Varcoe – Non-Executive Director Company Secretary Mr Brendon Morton – Company Secretary Registered Office Suite 2, 6 Lyall Street South Perth WA 6151 Tel: +61 8 9382 8822 Email: info@astralresources.com.au Website: https://astralresources.com.au./ ASX Code AAR Lawyers Thomson Geer Level 29, Central Park Tower 152-158 St George’s Terrace Perth WA 6000 Australia Share Registry Automic Registry Services Level 5, 191 St Georges Terrace Perth WA 6000 Tel (within Australia): +1300 288 664 Tel (outside Australia): +61 (02) 9698 5414 PROPOSED TIMETABLE Key Dates Date* Lodgement of Prospectus with ASIC and ASX 1 July 2024 Opening Date of the Cleansing Offer 1 July 2024 Closing Date 2 July 2024 * These dates are indicative only and subject to change. Subject to the Corporations Act and the Listing Rules, the Directors reserve the right to vary these dates without prior notice. Page |5 1. Details of the Cleansing Offer 1.1 The Cleansing Offer The Company is offering, pursuant to this Prospectus, 1,000 new Shares (New Shares) each at an issue price of A$0.05 per New Share (Cleansing Offer). All of the New Shares offered under this Prospectus will rank equally with Shares on issue at the date of this Prospectus. Refer to Section 4.1 for a summary of the rights attaching to the New Shares. The Company is only extending the Cleansing Offer to specific parties on invitation from the Directors. The Company will only provide Application Forms to these parties. This Prospectus has been issued, and the Cleansing Offer is being undertaken, to facilitate the secondary trading of the following issues of Shares by the Company, as they were issued without disclosure under Part 6D.2 of the Corporations Act. The Company previously issued 140,000,000 Shares (Placement Shares) on 9 April 2024 pursuant to a placement announced by the Company on 28 March 2024 (Placement). Refer to the Appendix 2A dated 9 April 2024 for further details. On 20 May 2024, Shareholders approved the issue of 2,100,000 Shares (Director Shares) to certain Directors (Marc Ducler – 1,600,000 Shares and David Varcoe – 500,000 Shares) as part of their participation in the Placement. These Director Shares were issued on 4 June 2024, together with a Cleansing Notice under section 708A(5)(e) of the Corporations Act. The Company also advises that further to the previous announcement on 4 June 2024, work has commenced to prepare a Mineral Resource Estimate (MRE) for the Company's Feysville Gold Project. The Company has not yet received any preliminary results from various consultants, is continuing work on the MRE and anticipates to announce the results of the Feysville MRE in the September 2024 quarter. 1.2 Removal of Secondary Trading Restrictions On 28 June 2024, the Company requested a trading halt pending the release of an announcement in relation to an application to court by the Company following an inadvertent failure to lodge a cleansing notice under section 708A(5)(e) of the Corporations Act within the 5 day period for the issue of the Placement Shares on 9 April 2024. The Company will apply to the Court for orders under section 1322 of the Corporations Act that any offer for sale, or sale, of the Placement Shares is not invalid by reason of: (a) the failure of the Company to issue a notice under section 708(5)(e) of the Corporations Act or prospectus pursuant to section 708A(11) of the Corporations Act to exempt the sellers from the obligation of disclosure under the Corporations Act; or (b) the sellers' consequent failure to comply with section 707(3) of the Corporations Act. The Company is lodging this Prospectus to remove any trading restrictions that may have attached to the Placement Shares that have not been offered for sale or sold. Section 707(3) of the Corporations Act requires that a prospectus is issued in order for a person to whom securities were issued without disclosure under Part 6D of the Corporations Act to onsell those securities within 12 months of the date of their issue. Section 708A(11) of the Corporations Act provides an exemption from this general requirement where: (a) the relevant securities are in a class of securities of the company that are already quoted on ASX; (b) a prospectus is lodged with ASIC either: on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and (c) the prospectus is for an offer of securities issued by the company that are in the same class of securities as the relevant securities. The Company is seeking to raise only a nominal amount of $50.00 (before expenses) under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital. 1.3 Purpose of this Prospectus The purpose of this Prospectus is to: 1.4 (a) make the Cleansing Offer; and (b) ensure that the on-sale of the Placement Shares does not breach section 707(3) of the Corporations Act by relying on the exemption to the secondary trading provisions in section 708A(11) of the Corporations Act. Minimum subscription There is no minimum amount to be raised under the Cleansing Offer. 1.5 Closing Date The closing date for the Cleansing Offer is 5:00pm (AWST) on 2 July 2024 (Closing Date) or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules. The Company reserves the right, subject to the Corporations Act and the Listing Rules to extend the Closing Date without prior notice. If the Closing Date is varied, subsequent dates may also be varied accordingly. 1.6 Application Forms The Company will send this Prospectus, together with the Application Form, to selected persons whom the Directors determine are eligible to participate in the Cleansing Offer. If you wish to subscribe for New Shares under the Cleansing Offer, you should complete and return the Application Form, which will be provided with a copy of this Prospectus by the Company at the Company's discretion, in accordance with the instructions in the Application Form. If you are in doubt as to the course of action, you should consult your professional advisor. Acceptance of a completed Application Form by the Company creates a legally binding contract between the Applicant and the Company for the number of New Shares accepted by the Company. The Application Form does not need to be signed to be a binding Acceptance of New Shares. If the Application Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the Acceptance as valid and how to construe, amend or complete the Application Form is final. Page |7 1.7 Issue and Dispatch All New Shares under the Cleansing Offer are expected to be issued on or before the dates specified in the indicative timetable. It is the responsibility of Applicants to determine their allocation prior to trading in New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk. 1.8 Application Monies held on trust All Application Monies received for the New Shares will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the New Shares are issued. All Application Monies will be returned (without interest) if the New Shares are not issued. 1.9 ASX quotation Application for Official Quotation of the New Shares offered pursuant to this Prospectus will be made within seven days of the date of this Prospectus. If the New Shares are not admitted to Official Quotation by ASX before the expiration of three months after the date of issue of this Prospectus, or such period as varied by ASIC, the Company will not issue any New Shares and will repay all Application Monies for the New Shares within the time prescribed under the Corporations Act without interest. ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may grant Official Quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares now offered for subscription. 1.10 CHESS The Company participates in the Clearing House Electronic Sub-Register System, known as CHESS. ASX Settlement, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and ASX Settlement Operating Rules. Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares. If you are broker sponsored, ASX Settlement will send you a CHESS statement. The CHESS statement will set out the number of New Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the New Shares. If you are registered on the Issuer Sponsored Subregister, your statement will be dispatched by the Company's share registry and will contain the number of New Shares issued to you under this Prospectus and your security holder reference number. A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements. 1.11 Applicants outside Australia This Prospectus and any accompanying Application Form do not, and are not intended to, constitute an offer of New Shares in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus or the New Shares. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. 1.12 Withdrawal The Directors may at any time decide to withdraw this Prospectus and the Cleansing Offer, in which case, the Company will return all Application Monies (without interest) in accordance with the Corporations Act. 1.13 Risk factors An investment in New Shares under this Prospectus should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company, which are detailed in Section 3. 1.14 Taxation implications The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for New Shares under the Cleansing Offer. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for New Shares under the Cleansing Offer. 1.15 Major Activities and Financial Information A summary of the major activities and financial information relating to the Company can be found in the Company's consolidated financial statements for the year ended 30 June 2023 lodged with ASX on 25 September 2023 (Annual Financial Report) and the Company's consolidated financial statements for the half year ended 31 December 2023 lodged with ASX on 15 March 2024 (Half Year Financial Report). The Company has issued continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Annual Financial Report and Half Year Financial Report. The Company's continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Annual Financial Report are detailed in Section 4.3. Copies of the Annual Financial Report, Half Year Financial Report and continuous disclosure notices since the lodgement of the Annual Financial Report are available free of charge from the Company. The Directors strongly recommend that Applicants review these documents and all other announcements prior to deciding whether or not to participate in the Cleansing Offer. 1.16 Privacy The Company collects information about each Applicant provided on an Application Form for the purposes of processing the Acceptance and, if the Acceptance is successful, to administer the Applicant’s security holding in the Company. By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s or its subsidiaries' agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities. If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Acceptance. The information may also be used from time to time and disclosed to persons inspecting the register, bidders for securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry. Shareholders can access, correct and update the personal information the Company holds about them by contacting the Company or its share registry at the relevant contact numbers detailed in this Prospectus. A fee may be charged for access. Collection, maintenance and disclosure of Page |9 certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. 1.17 Enquiries concerning Prospectus Enquiries relating to this Prospectus should be directed to the Company Secretary on info@astralresources.com.au. 2. Effect of the Cleansing Offer 2.1 Effect on the Capital Structure The effect of the Cleansing Offer on the capital structure of the Company, assuming the New Shares are issued, is as follows: Shares Options1 Performance Rights Securities on issue at the date of this Prospectus 935,197,536 696,615,317 15,187,726 New Shares to be issued under the Cleansing Offer 1000 - - 935,198,536 69,615,317 15,187,726 Class Total 1 – Includes 43,615,317 listed options (AARO) exercisable @ $0.14 expiring 24 October 2025, 5,000,000 unlisted options exercisable @ $0.10 expiring 24 October 2026, 4,000,000 unlisted options exercisable @ $0.098, expiring 27 December 2025 and 17,000,000 unlisted options exercisable @ $0.075, expiring 9 April 2027. 2.2 Effect of the Cleansing Offer on the Company After paying for the expenses of the Cleansing Offer of approximately A$8,206, there will be no proceeds from the Cleansing Offer. The expenses of the Cleansing Offer exceeding A$50.00 (being the amount raised if the Cleansing Offer is fully subscribed) will be met from the Company’s existing cash reserves. The Cleansing Offer will have a minimal effect on the Company’s financial position, being receipt of funds of A$50.00 less the costs of preparing this Prospectus. 2.3 Market price of Shares The highest and lowest market sale prices of Shares on ASX during the three months immediately preceding the date of this Prospectus and the latest market sale price and the respective dates of those sales were: 2.4 Highest: A$0.090 Lowest: A$0.060 Latest A$0.083 Dividend policy The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company. P a g e | 11 3. Risk Factors The New Shares offered under this Prospectus are considered highly speculative. The proposed future activities of the Company are subject to a number of risks and other factors that may affect its future performance. Some of these risks can be mitigated by the use of safeguards and appropriate controls. However, many of the risks are outside the control of the Directors and management of the Company and cannot be mitigated. The risks described in this Section 3 are not an exhaustive list of the risks faced by the Company or by investors in the Company. This Section 3 should be considered in conjunction with other information in this Prospectus. The risks described, and others not specifically referred to, in this Section 3 may in the future materially affect the financial performance and position of the Company and the value of the New Shares offered under this Prospectus. The New Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, return of capital or the market value of those New Shares. The risks described in this Section 3 also necessarily include forward looking statements. Actual events may be materially different to those described and may therefore affect the Company in a different way. Investors should be aware that the performance of the Company may be affected and the value of its securities may rise or fall over any given period. None of the Directors or any person associated with the Company guarantees the Company's performance, the performance of the securities or the market price at which the securities will trade. The Directors strongly recommend that potential investors consider the risks detailed in this Section 3, together with information contained elsewhere in this Prospectus, and consult their professional advisers, before they decide whether to apply for securities. 3.1 Risks specific to the Company and the Cleansing Offer The current and future operations of the Company may be affected by a range of factors, including: (a) Tenure Mining and exploration tenements for the Company’s projects are subject to periodic renewal. There is no guarantee that current or future tenements and/or applications for tenements will be approved. The tenements comprising the Company’s projects are subject to the Mining Act and Mining Regulations. The renewal of the term of a granted tenement is also subject to the discretion of the Minister for Mines, the Company’s ability to meet the conditions imposed by relevant authorities including compliance with the Company’s work program requirements which, in turn, is dependent on the Company being sufficiently funded to meet those expenditure requirements. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. Although the Company has no reason to think that the Company’s project tenements will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant granting authority. The Company considers the likelihood of tenure forfeiture to be low given the laws and regulations governing exploration in Western Australia and the ongoing expenditure budgeted for by the Company. However, the consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be significant. (b) Reliance on key personnel The Company is reliant on a small number of key personnel and consultants. The loss of one or more of these key contributors could have an adverse impact on the business including the Company's projects. It may be particularly difficult for the Company to attract and retain suitably qualified and experienced people, given the current high demand in the industry and relatively small size of the Company, compared to other industry participants. The continued availability of consultants and advisers is to some extent dependent on maintaining the professional relationships that the Company's personnel have developed over time and which may be lost if key personnel cease to be involved with the Company before replacement arrangements can be made. If the involvement of key resource specialists, managers or other personnel ceases for reasons of contract termination, ill health, death or disability, then technical programs and achievements may be adversely affected. (c) Additional requirements for funding The Company’s funding requirements depend on numerous factors including the Company’s future exploration and work programs. Furthermore, the Company may require further funding in addition to current cash reserves to fund future exploration activities. The additional funding may be raised through debt or equity funding. If required funding is not available, including because appropriate commercial terms cannot be negotiated, this may limit the capacity of the Company to execute on its business strategy and exploration programs. Additional equity funding, if available, may be dilutive to Shareholders and at lower prices than the current market price. Debt funding, if available, may involve restrictions on financing and operating activities and be subject to risks relating to movements in interest rates. Increases in interest rates will make it more expensive for the Company to fund its operations and may constrain the ability to execute on business strategies and exploration programs. (d) The Company has no recent history of earnings and no production revenues The Company is continuing exploration activities at the Mandilla Gold Project and Feysville Gold Project while simultaneously progressing through Pre-Feasibility Study (PFS) for Mandilla. Investors and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Mandilla Gold Project, the Feysville Gold Project or any other tenements that may be acquired in the future, will result in the discovery of any economic deposits. Even if the Mandilla PFS confirms the viability of the Mandilla Gold Project or elsewhere, there is no guarantee that such ore deposits will be capable of being exploited economically. The Company has limited operating history on which it can base the evaluation of its prospects. The success of the Company in the short to medium term is dependent upon a number of factors, including the successful exploration of its current projects. The prospects of the Company must be considered in light of the considerable risks, expenses and difficulties frequently encountered by companies in the early stage of energy exploration and development activities and in litigation. Furthermore, as no projects of the Company have commenced mining operations, there can be no guarantee that the business will operate in line with assumed cost structures. Should the level of costs required to operate the business be higher than anticipated then it may have a materially adverse effect on the future performance and prospects of the Company. There can also be no assurance that any current projects will be profitable in the future. Should production commence, the operating expenses and capital expenditures of the projects may increase in future ye