Notice of Annual General Meeting/Proxy Form/Access letter
Released
Released
Announcement PDF
TREK METALS LIMITED
COMPANY NO. (BERMUDA) 35116
ARBN 124 462 826
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 11.00am (WST)
DATE: Thursday 16th
July 2026
PLACE: Subiaco Meeting Rooms
Level 1,Suite 9
110 Hay Street
SUBIACO WA 6008
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
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BUSINESS OF THE MEETING
AGENDA
2026 ACCOUNTS
To receive and consider the financial report of the Company for the year ended 31 March 2026, and the
reports by the Directors and the Company’s independent auditors.
1. RESOLUTION 1 – APPOINTMENT OF AUDITOR
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, for the purposes of Bye-law 68 of the Company, and for all other purposes, Hall
Chadwick WA Audit Pty Ltd be and is hereby appointed as auditors of the Company until the
conclusion of the next annual general meeting at a fee to be agreed by the Directors.”
2. RESOLUTION 2 – INCREASE OF AUTHORISED SHARE CAPITAL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, for the purposes of Bermudian law and for all other purposes, the authorised share
capital of the Company be and is hereby increased from the date of approval by
Shareholders from £10,000,000 divided into 1,000,000,000 Shares of £0.01 each to
£12,000,000 by the creation of an additional 200,000,000 Shares of £0.01 each in the capital
of the Company each ranking pari passu in all respects with the existing shares.”
3. RESOLUTION 3 – ELECTION OF DIRECTOR – ANDREW REECE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, for the purpose of Bye-law 36 of the Company, Listing Rule 14.4 and for all other
purposes, Mr Andrew Reece, a Director, who was appointed casually on 2 December 2025,
retires, and being eligible, is elected as a Director.”
4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – NEIL BIDDLE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, for the purpose of Bye-law 38 of the Company, Listing Rule 14.4 and for all other
purposes, Mr Neil Biddle, a Director, retires by rotation, and being eligible, is re-elected as
a Director.”
5. RESOLUTION 5 – ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN AND
APPROVAL TO ISSUE SECURITIES TO UNRELATED PARTICIPANTS UNDER THAT PLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes,
approval is given for the Company to adopt an employee incentive scheme titled ‘Employee
Securities Incentive Plan’ and for the issue of up to a maximum of 35,000,000 Securities
under that plan, on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
6. RESOLUTION 6 – APPROVAL TO ISSUE INCENTIVE PERFORMANCE RIGHTS TO ANDREW
REECE
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given
for the Company to issue 7,000,000 Performance Rights to Andrew Reece (or his
nominee(s)) under the Incentive Plan on the terms and conditions set out in the Explanatory
Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
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7. RESOLUTION 7 – APPROVAL TO ISSUE INCENTIVE PERFORMANCE RIGHTS TO NEIL
BIDDLE
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given
for the Company to issue 7,000,000 Performance Rights to Neil Biddle (or his nominee(s))
under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
8. RESOLUTION 8 – APPROVAL TO ISSUE INCENTIVE PERFORMANCE RIGHTS TO JOHN
YOUNG
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given
for the Company to issue 7,000,000 Performance Rights to John Young (or his nominee(s))
under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement applies to this Resolution. Please see below.
9. RESOLUTION 9 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for
the Company to issue up to that number of Equity Securities equal to 10% of the issued
capital of the Company at the time of issue, calculated in accordance with the formula
prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the
Explanatory Statement.”
Dated: 8 June 2026
By order of the Board
Russell Hardwick
Company Secretary
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolutions set out below by or on behalf of the following persons:
However, this does not apply to a vote cast in favour of the Resolutions by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance
with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair 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 5 – Adoption of
Employee Securities
Incentive Plan and approval
to issue Securities under
that Plan
A person who is eligible to participate in the employee incentive scheme
or an associate of that person or those persons.
Resolution 6 – Approval to
issue Incentive
Performance Rights to
Andrew Reece
Andrew Reece (or his nominee(s)) and any other person referred to in
Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the
employee incentive scheme in question or an associate of that person or
those persons.
Resolution 7 – Approval to
issue Incentive
Performance Rights to Neil
Biddle
Neil Biddle (or his nominee(s)) and any other person referred to in Listing
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the
employee incentive scheme in question or an associate of that person or
those persons.
Resolution 8 – Approval to
issue Incentive
Performance Rights to
John Young
John Young (or his nominee(s)) and any other person referred to in Listing
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the
employee incentive scheme in question or an associate of that person or
those persons.
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Voting
The Company intends to conduct the Meeting in person with Shareholders strongly encouraged to vote by
lodging a directed Proxy Form appointing the Chair as early as possible and in any event prior to the Proxy
Cut-Off Time set out below. Each Chess Depositary Interest (CDI) represents one underlying ordinary share
of the Company.
To vote by proxy, please complete and sign the enclosed Form and return by the time and in accordance
with the instructions set out on the Proxy Form.
For your proxy appointment to be effective it must be received by 11:00am (WST) Tuesday, 14th
July 2026.
Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify
the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2)
proxies and the appointment does not specify the proportion or number of the member’s votes, then
each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the
proxies as directed.
Voting on all proposed resolutions at the Meeting will be conducted by poll. On a poll, each Shareholder has
one vote for every fully paid Share held in the Company.
To vote in person, attend the meeting at the time, date and place set out in this Notice.
In addition, the Company is happy to accept and answer questions submitted at least 2 business days prior
to the Meeting by email to rhardwick@trekmetals.com.au.
Should you wish to discuss the matters in this Notice, please do not hesitate to contact the Company
Secretary by emailing rhardwick@trekmetals.com.au or by calling +61 417 714 292.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be
material to Shareholders in deciding whether or not to pass the Resolutions.
1. RESOLUTION 1 - APPOINTMENT OF AUDITOR
1.1 General
Section 89(1) of the Companies Act 1981 of Bermuda (Companies Act) provides that members of
a company at each annual general meeting shall appoint one or more auditors to hold office until
the close of the next annual general meeting. In addition, section 89(6) provides that the
remuneration of an auditor appointed by the members shall be fixed by the members or by the
directors, if they are authorised to do so by the members.
The Bye-laws provide that, subject to the Companies Act, Shareholders shall appoint an auditor to
the Company to hold office for such term as the Shareholders deem fit or until a successor is
appointed.
Therefore, pursuant to this Resolution, Hall Chadwick WA Audit Pty Ltd will be appointed as the
Company's auditors until the close of the next annual general meeting at a fee to be agreed by the
Directors.
The Chair intends to vote all available undirected proxies in favour of this Resolution.
1.2 Directors' recommendation
The Directors unanimously recommend that Shareholders vote in favour of this Resolution.
2. RESOLUTION 2 – INCREASE OF AUTHORISED CAPITAL
2.1 General
The Company is required to seek Shareholder approval in order to increase its authorised share
capital. Currently, the Company has an authorised share capital of £10,000,000 (divided into
1,000,000,000 shares of £0.01 each).
In order for the Company to be capable of issuing that maximum number of Shares contemplated
under its ASX Listing Rule 7.1 and 7.1A capacity and for future flexibility, the Company is required
to increase its authorised share capital to £12,000,000 divided into 1,200,000,000 shares by the
creation of an additional 200,000,000 Shares of £0.01.
Shares Number
Authorised Share
Capital
Authorised share capital (current) 1,000,000,000 £10,000,000
Additional number authorised to be issued 200,000,000 £2,000,000
Total 1,200,000,000 £12,000,000
The Chair intends to vote all available undirected proxies in favour of this Resolution.
2.2 Directors’ recommendation
The Directors unanimously recommend that Shareholders vote in favour of this Resolution.
3. RESOLUTION 3 – ELECTION OF DIRECTOR – ANDREW REECE
3.1 General
The Bye-laws allows the Directors to appoint at any time a person to be a Director either to fill a
casual vacancy or as an addition to the existing Directors, but only where the total number of
Directors does not at any time exceed the maximum number specified by the Bye-laws.
Pursuant to Listing Rule 14.4 and Bye-law 36, any Director so appointed holds office only until the
next annual general meeting and is then eligible for election by Shareholders but shall not be taken
into account in determining the Directors who are to retire by rotation (if any) at that meeting.
Mr Andrew Reece, having been appointed by other Directors on 2 December 2025 in accordance
with Bye-law 36 of the Company, will retire in accordance with Bye-law 36 and Listing Rule 14.4
and being eligible, seeks election from Shareholders.
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Further information in relation to Mr Reece is set out below:
Qualifications,
experience and
other material
directorships
Mr Reece brings extensive commercial and executive leadership
experience, having previously co-founded Inspect Real Estate and
served as its Chief Executive Officer, leading it through to its acquisition
by US private equity firm Accel-KKR. He has a proven track record in
building high growth businesses, implementing fast-track strategic
frameworks, and guiding organisations through periods of expansion
and operational transformation.
Mr Reece has a Bachelor of Business and is a member of the Australian
Society of Certified Practising Accountants. Mr Reece is a prominent
and highly successful Queensland-based mining investor and
businessman with a strong track record of establishing and building
high-performing businesses.
Term of office Mr Reece has served as a Director since 2 December 2025.
Independence If elected the Board considers Mr Reece will be an independent
Director.
Other material
information
The Company conducts appropriate checks on the background and
experience of candidates before their appointment to the Board. The
Company undertook such checks prior to the appointment of Mr Reece.
Board
recommendation
The Board has reviewed Mr Reece’s performance since his
appointment to the Board and considers that his skills and experience
will continue to enhance the Board’s ability to perform its role.
Accordingly, the Board supports the election of Mr Reece and
recommends that Shareholders vote in favour of this Resolution.
The Chair intends to vote all available undirected proxies in favour of
this Resolution.
3.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Reece will be elected to the Board as non-executive chairman.
In the event that this Resolution is not passed, Mr Reece will not continue in his role as non-
executive chairman. The Company may seek nominations or otherwise identify suitably qualified
candidates to join the Company. As an additional consequence, this may detract from the Board
and Company's ability to execute on its exploration programs, fundraising requirements and
strategic vision.
4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – NEIL BIDDLE
4.1 General
Listing Rule 14.4 and Bye-law 36 of the Company provide that, other than a managing director, a
director of an entity must not hold office (without re-election) past the third annual general meeting
following the director’s appointment or three years, whichever is the longer. However, where there
is more than one managing director, only one is entitled to be exempt from this rotation requirement.
Mr Neil Biddle, who has served as a Director since 4 September 2020 and was last re-elected on
28 July 2023, retires by rotation and seeks re-election.
Further information in relation to Mr Biddle is set out below:
Qualifications,
experience and
other material
directorships
Mr Biddle is a geologist and Corporate Member of the Australasian
Institute of Mining and Metallurgy and has over 30 years’ professional
and management experience in the exploration and mining industry. Mr
Biddle was a founding Director of Pilbara Minerals Limited, serving as
Executive Director from May 2013 to August 2016, serving as a Non-
Executive Director from August 2016 to 26 July 2017. Throughout his
career, Mr Biddle has served on the Board of several ASX listed
companies, including Managing Director of TNG Ltd from 1998 - 2007,
Border Gold NL from 1994 - 1998 and Consolidated Victorian Mines
from 1991 – 1994. Mr Biddle served on the board of Bardoc Gold
Limited prior to the takeover by St Barbara Limited and is currently a
director of ASX listed Greenvale Energy Ltd.
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Term of office Mr Biddle has served as a Director since 4 September 2020 and was
last re-elected on 28 July 2023.
Independence If re-elected the Board considers Mr Biddle will be an independent
Director.
Board
recommendation
The Board has reviewed Mr Biddle’s performance since his appointment
to the Board and considers that his skills and experience will continue
to enhance the Board’s ability to perform its role. Accordingly, the Board
supports the re-election of Mr Biddle and recommends that
Shareholders vote in favour of this Resolution.
The Chair intends to vote all available undirected proxies in favour of
this Resolution.
4.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Biddle will be re-elected to the Board as a non-executive Director.
In the event that this Resolution is not passed, Mr Biddle will not continue in his role as a non-
executive Director. The Company may seek nominations or otherwise identify suitably qualified
candidates to join the Company. As an additional consequence, this may detract from the Board
and Company's ability to execute on its exploration programs, fundraising requirements and
strategic vision.
5. RESOLUTION 5 – ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN AND
APPROVAL TO ISSUE SECURITIES TO UNRELATED PARTICIPANTS UNDER THAT PLAN
5.1 General
The Company considers that it is desirable to continue to maintain a plan pursuant to which the
Company can issue performance rights and options to eligible Directors, employees and
consultants in order to attract, motivate and retain quality persons for the benefit of the Company
and the Shareholders.
The Company may need to recruit additional personnel or engage specialist consultants as its
exploration activities progress. The proposed limit provides capacity to make appropriate equity
incentive offers as part of any future recruitment or engagement arrangements.
This Resolution seeks Shareholder approval for the adoption of the employee incentive scheme
titled ‘Employee Securities Incentive Plan’ (Incentive Plan) and for the issue of up to a maximum
of 35,000,000 Securities under the Incentive Plan in accordance with Listing Rule 7.2
(Exception 13(b)).
The objective of the Incentive Plan is to attract, motivate and retain directors, key employees,
contractors and other persons who provide services to the Company, and the Company considers
that the adoption of the Incentive Plan and the future issue of securities under the Incentive Plan
will provide these parties with the opportunity to participate in the future growth of the Company.
Equity-based incentives ensure that participants in the Plan share in the long-term success of the
Company alongside shareholders. Grants under the Plan are typically subject to performance
hurdles and/or service conditions designed to ensure that value is only delivered to participants
where genuine value has also been created for shareholders.
5.2 Listing Rule 7.1 and Listing Rule 7.2 Exception 13(b)
Broadly speaking, and subject to a number of exceptions set out in Listing Rule 7.2, Listing Rule 7.1
limits the amount of equity securities that a listed company can issue without the approval of its
shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at
the start of that period.
Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of
securities under an employee incentive scheme if, within three years before the date of issue of the
securities, the holders of the entity’s ordinary securities have approved the issue of equity securities
under the scheme as an exception to Listing Rule 7.1.
Exception 13(b) is only available if and to the extent that the number of equity securities issued
under the scheme does not exceed the maximum number set out in the entity’s notice of meeting
dispatched to shareholders in respect of the meeting at which shareholder approval was obtained
pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there
is a material change to the terms of the scheme from those set out in the notice of meeting.
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5.3 Technical Information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to issue Securities under the Incentive Plan
to eligible participants over a period of 3 years from the date of the Meeting. The issue of any
securities to eligible participants under the Incentive Plan (up to the maximum number of securities
stated in Section 5.4(b) below) will be excluded from the calculation of the number of equity
securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
For the avoidance of doubt, the Company must seek Shareholder approval under Listing
Rule 10.14 in respect of any future issues of securities under the Incentive Plan to a related party
(including Directors) or a person whose relationship with the Company or the related party is, in
ASX’s opinion, such that approval should be obtained.
If this Resolution is not passed, the Company will be able to proceed with the issue of Securities
under the Incentive Plan to eligible participants, but any issues of securities will reduce, to that
extent, the Company’s capacity to issue equity securities without Shareholder approval under
Listing Rule 7.1 for the 12 month period following the issue of those securities.
5.4 Technical information required by Listing Rule 7.2 (Exception 13)
Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is
provided in relation to Resolution 5:
(a) a summary of the key terms and conditions of the Incentive Plan is set out in Schedule 1;
(b) the Company has previously issued 35,000,000 Securities under the Incentive Plan since
the last approval under this rule, comprising;
(i) 25,000,000 Performance Rights to various consultants, employees and KMP’s;
and;
(ii) 10,000,000 Performance Rights to Directors of the Company, pursuant to
Listing Rule 10.14 approval obtained at the annual general meeting of the
Company held on 4 July 2025;
(c) the maximum number of securities proposed to be issued under the Incentive Plan in
reliance on Listing Rule 7.2 (Exception 13(b)) is 35,000,000 Securities. It is not envisaged
that the maximum number of securities for which approval is sought will be issued
immediately.
6. RESOLUTIONS 6 TO 8 – APPROVAL TO ISSUE INCENTIVE PERFORMANCE RIGHTS TO
DIRECTORS
6.1 General
These Resolutions seek Shareholder approval for the purposes of Listing Rule 10.14 for the issue
of an aggregate of 21,000,000 Performance Rights to the Directors (or their respective nominee(s))
pursuant to the Incentive Plan on the terms and conditions set out below.
Further details in respect of the Performance Rights proposed to be issued are set out in the table
below.
Recipient Class Quantum Vesting Condition Expiry Date
Andrew Reece PR26C 3,500,000 (a) 15% of Performance
Rights shall vest upon the
completion of 12 months
of service;
(b) 15% of Performance
Rights shall vest upon the
completion of 24 months
of service; and
(c) 70% of Performance
Rights shall vest upon the
20-trading-day VWAP of
Shares being equal to or
exceeding $0.25 per
Share.
3 years from the
date of issue.
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Recipient Class Quantum Vesting Condition Expiry Date
PR26D 3,500,000 (a) 15% of Performance
Rights shall vest upon the
completion of 36 months
of service;
(b) 15% of Performance
Rights shall vest upon the
completion of 48 months
of service; and
(c) 70% of Performance
Rights shall vest upon the
30-trading-day VWAP of
Shares being equal to or
exceeding $0.35 per
Share.
4 years from the
date of issue.
Neil Biddle PR26C 3,500,000 See above. See above.
PR26D 3,500,000 See above. See above.
John Young PR26C 3,500,000 See above. See above.
PR26D 3,500,000 See above. See above.
6.2 Listing Rule 10.14
Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire
equity securities under an employee incentive scheme without the approval of the holders of its
ordinary securities:
10.14.1 a director of the entity;
10.14.2 an associate of a director of the entity; or
10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules
10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved
by security holders.
The issue falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders
under Listing Rule 10.14.
6.3 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue within three years
after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of
the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because
approval is being obtained under Listing Rule 10.14), the issue will not use up any of the Company’s
15% annual placement capacity.
If this Resolution is not passed, the Company will not be able to proceed with the issue and the
Company may seek alternative methods of incentivising its Directors (for example by way of cash
bonuses).
6.4 Technical information required by Listing Rule 10.15
Name of the person to
whom Securities will
be issued
The proposed recipients of the Performance Rights are set out in
Section 6.1 above.
Categorisation under
Listing Rule 10.14
Each of the proposed recipients falls within the category set out in
Listing Rule 10.14.1 as they are a related party of the Company by
virtue of being a Director.
Any nominee(s) of the recipient who receive Securities may constitute
‘associates’ for the purposes of Listing Rule 10.14.2.
Number of Securities
and class to be issued
The maximum number of Performance Rights to be issued and the
allocation between the recipients is set out in the table included at
Section 6.1 above.
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Remuneration The total remuneration package for each of the proposed recipients
for the previous financial year (March 2026) and the proposed total
remuneration package for the current financial year are set out below:
March 2027 Cash Salary
& Fees
Super Share based
payments1
Estimated
Total
Andrew Reece $120,000 $14,400 $237,475 $371,875
Neil Biddle $75,000 $9,000 $321,176 $405,176
John Young $84,000 Nil $293,275 $377,275
Notes:
1. Includes an estimated share-based payment expense for the Financial year
ending 31 March 2027 including the presumption that shareholders approve
resolutions 6-8 for the issue of Performance Rights which are subject to
shareholder approval at the meeting.
March 2026 Cash Salary
& Fees
Super Share based
payments
Estimated
Total
Andrew Reece2
$25,000 $3,000 Nil $28,000
Neil Biddle $75,000 $8,906 $74,227 $158,133
John Young $82,875 Nil $49,485 $132,360
Notes
2. Appointed 2 December 2025, FY 2026 are pro-rata from date of
appointment.
Securities previously
issued to the
recipient/(s) under the
Plan
(a) No Securities have been previously issued to Andrew Reece
under the Incentive Plan;
(b) 3,000,000 Performance Rights have previously been issued
to Neil Biddle for nil cash consideration under the Incentive
Plan; and
(c) 2,000,000 Performance Rights have previously been issued
to John Young for nil cash consideration under the Incentive
Plan.
Terms of Securities The Performance Rights will be issued on the terms and conditions
set out in Schedule 2.
Consideration of type
of Security to be
issued
The Company has agreed to issue the Performance Rights for the
following reasons:
(a) the issue of the Performance Rights has no immediate
dilutionary impact on Shareholders;
(b) the issue to the Directors will align the interests of the recipient
with those of Shareholders;
(c) the preference to continue to provide an incentive plan
framework that rewards retention and increased shareholder
value which is considered to be an important part of the
Company’s ongoing remuneration strategy;
(d) the issue is a reasonable and appropriate method to provide
cost effective remuneration as the non-cash form of this
benefit will allow the Company to spend a greater proportion
of its cash reserves on its operations than it would if alternative
cash forms of remuneration were given to the Directors; and
(e) it is not considered that there are any significant opportunity
costs to the Company or benefits foregone by the Company
in issuing the Incentive Performance Rights on the terms
proposed.
Valuation The value of the Performance Rights and the pricing methodology is
set out in Schedule 3.
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Date(s) on or by which
the Securities will be
issued
The Company will not issue any Securities later than three years after
the date of the Meeting (or such later date to the extent permitted by
any ASX waiver or modification of the Listing Rules).
Issue price of
Securities
The Performance Rights will be issued at a nil issue price.
Material terms of the
Plan
A summary of the material terms and conditions of the Incentive Plan
is set out in Schedule 1.
Material terms of any
loan
No loan is being made in connection with the acquisition of the
Performance Rights.
Additional Information Details of any Securities issued under the Incentive Plan will be
published in the annual report of the Company relating to the period
in which they were issued, along with a statement that approva
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