Announcement PDF THETA GOLD MINES LIMITED ACN 131 758 177 NOTICE OF GENERAL MEETING TIME: 2:00pm (AEST) DATE: Friday, 28 June 2019 PLACE: Boardroom Pty Limited Level 12, 225 George Street SYDNEY NSW 2000 THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. PLEASE READ IT CAREFULLY. If you are unable to attend the General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form. If you are in any doubt as to how to vote, you should consult your financial or legal adviser as soon as possible. Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on (+61 2) 8912 2126. NOTICE OF GENERAL MEETING Notice is hereby given that a General Meeting of Theta Gold Mines Limited (the Company) will be held at: Venue: Boardroom Pty Limited Level 12, 225 George Street SYDNEY NSW 2000 Date: 2:00pm (AEST), Friday, 28 June 2019 This Notice of Meeting should be read in conjunction with the accompanying Explanatory Statement. AGENDA BUSINESS RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES TO FINEWAY CREATION LIMITED AND ZENITH (H.K.) HOLDING LIMITED To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 172,222,222 Shares (pre 10:1 Share Consolidation) and 47,201,256 Shares (post 10:1 Share Consolidation) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 1 by Fineway Creation Limited and Zenith (H.K.) Holding Limited (or their nominees) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES TO A SOPHISTICATED INVESTOR, AN EMPLOYEE AND A CONSULTANT To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,545,454 Shares (pre 10:1 Share Consolidation) and 272,075 Shares (post 10:1 Share Consolidation) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 2 by a person who participated in the issue (or their nominees) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. 2 RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF OPTIONS To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,042,104 options (pre 10:1 Share Consolidation) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 3 by a person who participated in the issue (or their nominees) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 4 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – MR CHARLES WILLIAM GUY To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of section 208 of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 4,000,000 Performance Rights to Mr Charles William Guy (or his nominee) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 4 by Mr Guy (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 5 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – MR ROBERT THOMSON To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of section 208 of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,500,000 Performance Rights to Mr Robert Thomson (or his nominee) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 5 by Mr Thomson (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. 3 RESOLUTION 6 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – MR BILL RICHIE YANG To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of section 208 of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,000,000 Performance Rights to Mr Bill Richie Yang (or his nominee) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 6 by Mr Yang (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 7 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – MR GUYANG (BRETT) TANG To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of section 208 of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,500,000 Performance Rights to Mr Guyang (Brett) Tang (or his nominee) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 7 by Mr Tang (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 8 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – MR FINN BEHNKEN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purposes of section 208 of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,200,000 Performance Rights to Mr Finn Behnken (or his nominee) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 8 by Mr Behnken (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. 4 RESOLUTION 9 – APPROVAL TO ISSUE SHARES TO RELATED PARTY, MR CHARLES WILLIAM GUY To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of up to 377,358 Shares at a price of $0.106 per Share to a Director, Mr Charles William Guy or his nominee, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 9 by Mr Guy (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 10 – APPROVAL TO ISSUE SHARES TO RELATED PARTY, MR ROBERT THOMSON To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of up to 754,716 Shares at a price of $0.106 per Share to a Director, Mr Robert Thomson or his nominee, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 10 by Mr Thomson (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 11 – APPROVAL TO ISSUE SHARES TO RELATED PARTY, MR BILL RICHIE YANG To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of up to 660,377 Shares at a price of $0.106 per Share to a Director, Mr Bill Richie Yang or his nominee, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 11 by Mr Yang (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. 5 RESOLUTION 12 – APPROVAL TO ISSUE SHARES TO RELATED PARTY, MR GUYANG (BRETT) TANG To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of up to 94,339 Shares at a price of $0.106 per Share to a Director, Mr Guyang (Brett) Tang or his nominee, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 12 by Mr Tang (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 13 – APPROVAL TO ISSUE SHARES TO RELATED PARTY, MR YANG (SIMON) LIU To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the allotment and issue of up to 94,339 Shares at a price of $0.106 per Share to a Director, Mr Yang (Simon) Liu or his nominee, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 13 by Mr Liu (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Voting at the meeting 1. Under Corporations Regulation 7.11.37, the Board has determined that a person’s entitlement to vote at the meeting will be the entitlement of that person appearing on the register of members at 7.00pm (Sydney Time) on Wednesday 26 June 2019. 2. On a show of hands you have one vote. On a poll you have one vote per Share you hold in the Company. 3. If Shares are jointly held, only one of the joint holders is entitled to vote. 4. In order to vote, a corporation which is a Shareholder may appoint a person to act as its representative. The appointment must comply with sections 250D and 253B of the Corporations Act. The representative should bring to the meeting duly executed evidence of the appointment. 5. The form of proxy accompanies this Notice of Meeting. A member entitled to attend and vote at the meeting has a right to appoint a proxy (individual or body corporate). Any person appointed as a proxy need not be a member of the Company. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion and number of votes that each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes that each proxy may exercise, each proxy may exercise half of the member’s votes. If a member appoints two proxies, neither may vote on a show of hands. 6 6. To be effective, the form appointing the proxy, together with any authority under which it was executed, or a certified copy of that authority, must be received not less than 48 hours before the time of holding the meeting. BY MAIL: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia BY FAX: + 61 2 9290 9655 IN PERSON: Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000 Australia By Order of the Board Chin Haw Lim Company Secretary Dated: 13 May 2019 7 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at a General Meeting of the Company to be held on Friday 28 June 2019 at 2:00pm (AEST). The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on each Resolution. This Explanatory Statement should be read in conjunction with the Notice of Meeting. 1. 1.1 RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES General Resolution 1 - Shares Issued On 1 May 2018, the Company entered into a subscription agreement (“May 2018 Agreement”) with Fineway Creation Limited (“Fineway”) pursuant to which Fineway agreed to subscribe for $5,000,000 worth of Shares in two tranches. At a general meeting held on 10 August 2018, Shareholders approved the Shares issued and to be issued to Fineway pursuant to the May 2018 Agreement. Between 10 May 2018 and 3 October 2018, the Company issued $4,900,000 worth of Shares to Fineway. The remaining Shares ($100,000 worth) under the May 2018 Agreement were issued on 23 November 2018 (5,555,555 Shares pre 10:1 Share Consolidation) and 31 January 2019 (555,555 Shares post 10:1 Share Consolidation). Under ASX Listing Rule 7.3.2, the Shares had to be issued to Fineway within 3 months after the date of the Shareholders meeting on 10 August 2018. As the $100,000 worth of Shares were issued later than 3 months after the Shareholders meeting, Shareholders are now asked to ratify the issue of those Shares to Fineway. On 12 November 2018, the Company announced that it had entered into two subscription agreements dated 9 November 2018 (“November 2018 Agreements”) with Fineway and with Zenith (H.K.) Holding Limited (“Zenith”), under which Fineway and Zenith agreed to subscribe for a combined $6,000,000 worth of Shares. On 23 November 2018, the Company issued 166,666,667 Shares (pre 10:1 Share Consolidation) to Fineway and between 31 January 2019 and 9 May 2019, the Company issued a total of 46,645,701 Shares (post 10:1 Share Consolidation) to Fineway and Zenith pursuant to the November 2018 Agreements. Both Fineway and Zenith are unrelated parties to the Company. In summary, a total of 172,222,222 Shares (pre 10:1 Share Consolidation) and 47,201,256 Shares were issued to Fineway and Zenith as follows – Issued to Pre 10:1 Share Consolidation Shares Issue price Fineway Zenith 172,222,222 172,222,222 $0.009 Post 10:1 Share Consolidation Shares Issue price 555,555 46,645,701 $0.09 $0.09 - $0.106 47,201,256 Amount $1,600,000 $4,500,000 $6,100,000 Shareholders are now asked to ratify the issue of the Shares above to Fineway and Zenith. 8 Resolution 2 - Shares Issued On 14 August 2018 and 9 May 2019, the Company issued 4,545,454 Shares (pre 10:1 Share Consolidation) to a sophisticated investor and a total of 272,075 Shares (post 10:1 Share Consolidation) to an employee and a consultant in lieu of salary and fees, respectively. The Shares were issued to – a) b) c) 4,545,454 Shares to Zero Nominees Pty Ltd under a share placement at $0.011 per share (pre 10:1 Share Consolidation) for general working capital; 202,075 Shares at $0.106 per Share (post 10:1 Share Consolidation) issued to Securitag Pty Ltd, a company associated with Chin Haw Lim, the Chief Financial Officer and Company Secretary of the Company, in lieu of salary; and 70,000 Shares at $0.106 per Share (post 10:1 Share Consolidation) issued to 3 Mines Pty Ltd, a company associated with Geoffrey Meurs, a consultant to the Company, in lieu of outstanding corporate consulting fees. Details of the Shares issued are summarised below. RESOLUTION 1 – SHARES ISSUED Date of issue Description 23 Nov 18 Shares issued to Fineway Shares issued to Fineway Shares issued to Fineway Shares issued to Fineway Shares issued to Zenith Shares issued to Zenith 23 Nov 18 31 Jan 19 31 Jan 19 24 Apr 19 9 May 19 Total – Resolution 1 Pre 10:1 Share Consolidation Shares Issue price Post 10:1 Share Consolidation Shares Issue price Amount 5,555,555 $0.009 - - $50,000 166,666,667 $0.009 - - $1,500,000 - - 555,555 $0.09 $50,000 - - 22,222,222 $0.09 $2,000,000 - - 5,555,555 $0.09 $500,000 - - 18,867,924 $0.106 $2,000,000 172,222,222 47,201,256 $6,100,000 9 RESOLUTION 2 – SHARES ISSUED Date of issue Description 14 Aug 18 Shares issued to sophisticated investor Shares issued to an employee and a consultant in lieu of salary and fees 9 May 19 Pre 10:1 Share Consolidation Shares Issue price Post 10:1 Share Consolidation Shares Issue price Amount 4,545,454 $0.011 - - $50,000 - - 272,075 $0.106 $28,840 Total – Resolution 2 4,545,454 272,075 $78,840 Total – Resolutions 1 and 2 176,767,676 47,473,331 $6,178,840 Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the above Shares, being 176,767,676 Shares (pre10:1 Share Consolidation) and 47,473,331 Shares (post 10:1 Share Consolidation). 1.2 ASX Listing Rule 7.1 ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. 1.3 ASX Listing Rule 7.4 ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1. The above issues did not breach ASX Listing Rule 7.1. By ratifying the Share issues above, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 1.4 Technical information required by ASX Listing Rule 7.5 The following information is provided pursuant to and in accordance with ASX Listing Rule 7.5: Resolution 1 (a) 172,222,222 Shares (pre 10:1 Share Consolidation) were issued on 23 November 2018 and 47,201,256 Shares (post 10:1 Share Consolidation) were issued between 31 January 2019 and 9 May 2019; (b) The 172,222,222 Shares were issued at a price of $0.009 per Share ($0.09 equivalent post 10:1 Share Consolidation) and the 47,201,256 Shares were issued at prices between $0.09 and $0.106 per Share (post 10:1 Share Consolidation); (c) The Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; 10 (d) The Shares were issued to unrelated parties, Fineway Creation Limited and Zenith (H.K.) Holding Limited pursuant to subscription agreements announced in May and November 2018; (e) The funds raised from the share issues were used for exploration expenditure (including the Theta Hill feasibility study and drilling activities) and general working capital. Resolution 2 (a) 4,545,454 Shares (pre 10:1 Share Consolidation) were issued on 14 August 2018 and 272,075 Shares (post 10:1 Share Consolidation) were issued on 9 May 2019; (b) The 4,545,454 Shares were issued at a price of $0.011 per Share ($0.11 equivalent post 10:1 Share Consolidation) and 272,075 Shares at a price of $0.106 per Share (post 10:1 Share Consolidation); (c) The Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (d) The Shares were issued to unrelated parties, Zero Nominees Pty Ltd (4,545,454 Shares), Securitag Pty Ltd, a company associated with Chin Haw Lim, the Chief Financial Officer and Company Secretary of the Company (202,075 Shares) and 3 Mines Pty Ltd, a company associated with Geoffrey Meurs, a consultant to the Company (70,000 Shares).; (e) The funds raised from the share issue to Zero Nominees Pty Ltd were for general working capital. The shares issued to Securitag Pty Ltd and 3 Mines Pty Ltd were in lieu of salary and outstanding corporate consulting fees, respectively. Directors’ Recommendation The Directors recommend that Shareholders vote in favour of Resolutions 1 and 2. 2. 2.1 RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF OPTIONS General On 14 August 2018, the Company issued 6,042,104 unlisted options (representing part of the fee payable to Peak Asset Management, the lead manager for the February 2018 share placement) exercisable at $0.019 per share (pre 10:1 Share Consolidation) and expiring on 13 August 2020. Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the above options. 2.2 ASX Listing Rule 7.1 ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. 2.3 ASX Listing Rule 7.4 ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. The above issue did not breach ASX Listing Rule 7.1. By ratifying the above options, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 11 2.4 Technical information required by ASX Listing Rule 7.5 The following information is provided pursuant to and in accordance with ASX Listing Rule 7.5: (a) 6,042,104 options (pre 10:1 Share Consolidation) were issued on 14 August 2018; (b) The options were issued as part of the fee payable to the lead manager for the February 2018 share placement; (c) The unlisted options are exercisable at $0.19 (post 10:1 Share Consolidation) on or before 13 August 2020. (d) The options were issued to nominees of Peak Asset Management, the lead manager for the February 2018 share placement; (e) No funds were raised from the issue of options. Directors’ Recommendation The Directors recommend that Shareholders vote in favour of Resolution 3. 3. RESOLUTIONS 4 TO 8 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTIES, CHARLES WILLIAM GUY, ROBERT THOMSON, BILL RICHIE YANG, BRETT TANG AND FINN BEHNKEN 3.1 General The Board has determined that the Options and Performance Rights previously issued to Directors and employees on 19 October 2016 and 20 July 2017 are no longer appropriate incentives given the new Company strategy, focussing on the Theta Hill open-cut gold project. The Options and Performance Rights previously issued primarily contained share price hurdles and performance hurdles based on the Company’s previous underground mine development strategy. To ensure that the whole team is focussed on the same objective of delivering the Theta Hill open-cut gold project into production, the Board has determined that incentive securities issued to Directors and employees should have the same operational performance hurdles instead of the varied performance hurdles in the current Options and Performance Rights. The Board believes that operational performance hurdles are more appropriate incentives and align the interests of the Directors and employees with those of Shareholders. The holders (Directors and employees) of the Options and Performance Rights issued on 19 October 2016 and 20 July 2017 have agreed to cancel the Options and Performance Rights previously issued to them (“Old Performance Rights and Options”) and to replace them with new Performance Rights (“New Performance Rights”). Details of the Old Performance Rights and Options issued to Directors are set out in Annexures C and D. The Company also proposes to issue New Performance Rights to the Chairman, Mr Charles Guy and NonExecutive Directors, Mr Brett Tang and Mr Finn Behnken, who were appointed as Directors on 7 March 2018, 3 July 2018 and 19 December 2018 respectively. The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 18,200,000 New Performance Rights to Messrs Charles Guy, Robert Thomson, Bill Richie Yang, Brett Tang and Finn Behnken (Related Parties) on the terms and conditions set out below and to cancel 16,700,000 Old Performance Rights and Options (refer table 3.1A below). The New Performance Rights will have an expiry date which is 5 years from the date of issue. The performance hurdles and vesting conditions and other terms and conditions are set out in the tables below and in Annexure A. 12 Table 3.1A Old Performance Rights and Options Balance Options Director New Performance Rights Held To be Cancelled - - - 4,000,000 Robert Thomson 10,500,000 10,500,000 - 5,500,000 Bill Richie Yang 8,700,000 6,200,000 2,500,000 5,000,000 Brett Tang - - - 2,500,000 Finn Behnken - - - 1,200,000 19,200,000 16,700,000 2,500,000 18,200,000 Charles Guy Total To be Issued Performance hurdles/ Vesting conditions The New Performance Rights will be subject to operational performance hurdles. The table below shows the number of New Performance Rights to be issued to Directors and the relevant performance hurdles. Table 3.1B Performance Hurdle/Vesting Condition Delineating a total of 300,000 ounces of gold ore reserves (in accordance with the JORC Code 20121) at grade of at least 2.5g/t Au, amenable to open-cut mining on Mining Right 83, Mining Right 341 and Mining Right 10167 (under application). Charles Guy Robert Thomson Bill Richie Yang Brett Tang Finn Behnken Total 800,000 1,100,000 1,000,000 500,000 200,000 3,600,000 800,000 1,100,000 1,000,000 500,000 200,000 3,600,000 1,050,000 1,850,000 1,500