CARNABY RESOURCES LIMITED — Governance Information 2016

Aug 28, 2016

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Terms and Conditions of Employee Share Option Plan

The Company has adopted the Berkut Minerals Limited - Employee Share Option Plan ( ESOP or Option Plan ) on the terms and conditions as set out below:

• (a) ( Eligibility and Grant of Plan Options ): The Board may grant options to acquire Shares under the Option Plan ( ESOP Options ) to any full or part time employee or director of the Company or subject to, and in accordance with, any necessary ASIC relief being obtained, a casual employee or contractor of the Company ( Eligible Participant ). ESOP Options may be granted by the Board at any time.

• (b) ( No Consideration ): Unless the ESOP Options are quoted on ASX, ESOP Options will be issued for nil cash consideration.

• (c) ( Conversion ) : Each ESOP Option is exercisable into one Share ranking equally in all respect with the existing issued Shares.

• (d) ( Exercise Price and Expiry Date ): The exercise price and expiry date for ESOP Options granted under the Option Plan will be determined by the Board prior to the grant of the ESOP Options.

• (e) ( Exercise Restrictions ): The ESOP Options granted under the Option Plan may be subject to conditions on exercise as may be fixed by the Board prior to grant of the ESOP Options ( Exercise Conditions ). Any restrictions imposed by the Board must be set out in the offer for the ESOP Options.

• (f) ( Renounceability ) : Eligible Participants may renounce their offer in favour of a nominee (the Eligible Participants and their nominees are each Participants ).

• (g) ( Lapsing of ESOP Options ): Unless the Board determines otherwise, subject to the terms of the offer made to a Participant, an unexercised ESOP Option will lapse:

• (i) on the Eligible Participant ceasing to be an Eligible Participant:

  • (A) where any Exercise Conditions have not been met by the date the relevant person ceases to be an Eligible Participant ( Ceasing Date ); or

  • (B) where any Exercise Conditions have been met by the Ceasing Date or the ESOP Option is not subject to any Exercise Conditions, the

Berkut Minerals Limited ACN 610 855 064 78 Churchill Avenue Subiaco Western Australia T: +61 8 9286 6399 F: +61 8 9286 6333

Participant does not exercise the ESOP Option within a period of 1 month after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);

• (ii) if any Exercise Condition is unable to be met; or

• (iii) the expiry date has passed.

• (h) ( Share Restriction Period ): Shares issued on the exercise of ESOP Options may, at the discretion of the Board, be subject to a restriction that they may not be transferred or otherwise dealt with until a restriction period has expired, as specified in the offer for the ESOP Options.

• (i) ( Disposal of Options ) : ESOP Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.

• (j) ( Trigger Events ): The Company may permit ESOP Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.

• (k) ( Participation ) : There are no participating rights or entitlements inherent in the ESOP Options and holders will not be entitled to participate in new issues of capital offered to shareholders of the Company during the currency of the ESOP Options.

• (l) ( Change in exercise price ): An ESOP Option will not confer a right to a change in exercise price or a change in the number of underlying Shares over which the ESOP Option can be exercised.

• (m) ( Reorganisation ): If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

• (n) ( Limitations on Offers ): the Company must have reasonable grounds to believe, when making an offer under the Option Plan that the number of Shares to be received on exercise of ESOP Options, when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under an employee incentive scheme covered by an ASIC Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

Berkut Minerals Limited ACN 610 855 064 78 Churchill Avenue Subiaco Western Australia T: +61 8 9286 6399 F: +61 8 9286 6333