CHALICE MINING LIMITED — Board/Management Information 2012

Nov 18, 2012

19 November 2012

Australian Securities Exchange Limited Exchange Plaza 2 The Esplanade PERTH WA 6000

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Dear Sir

Terms and Conditions of the Appointment of Managing Director

Further to today’s announcement regarding the appointment of Mr Bill Bent as Managing Director, please see attached, the key terms of Mr Bent’s Executive Service Agreement.

Yours faithfully

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RICHARD HACKER Company Secretary

Key Terms of Managing Director Executive Service Agreement

Key Terms of Managing Director Executive Service Agreement
Annual Fixed Salary$390,000 per annum. This figure is gross and is inclusive of amountspaid as superannuation contributions on Mr Bent’s behalf.Short Term IncentiveMr Bent shall have the opportunity to receive a cash incentivebonus up to the value of 40% of the Annual Fixed Salary uponachievement of key performance indicators (intended to align withthe strategic direction of the Company) to be determined by theBoard. At the sole election of the Company such incentive bonusmay be paid in shares rather than cash.Long Term IncentiveThe Company has in place an Employee Long Term Incentive Plan(the “Plan”) to provide incentives to appropriate executives.Subject to shareholder approval under the ASX Listing Rules orCorporations Act (where required), Mr Bent will be entitled to anannual issue of performance rights (issued under the terms of thePlan) having a value of up to 60% of the Annual Fixed Salary. Theperformance hurdles and performance and/or vesting periods willbe determined by the Board.Notice PeriodEither party may terminate the employment agreement for anyreason whatsoever upon one party giving to the other party writtennotice of at least 6 months or such lesser period as agreed betweenthe parties.Severance PaymentsIf Mr Bent’s employment is terminated by the company (withoutcause) then Mr Bent shall be entitled to:where such termination occurs during the 6 monthprobationary period, a severance payment of $125,000;where such termination occurs after the probationaryperiod but before the third anniversary of thecommencement date, a severance payment equal to 6months’ worth of the Annual Fixed Salary (at the AnnualFixed Salary applicable immediately prior to thetermination date); orwhere such termination occurs on or after the third
	Annual Fixed Salary	$390,000 per annum. This figure is gross and is inclusive of amountspaid as superannuation contributions on Mr Bent’s behalf.
	Short Term Incentive	Mr Bent shall have the opportunity to receive a cash incentivebonus up to the value of 40% of the Annual Fixed Salary uponachievement of key performance indicators (intended to align withthe strategic direction of the Company) to be determined by theBoard. At the sole election of the Company such incentive bonusmay be paid in shares rather than cash.
	Long Term Incentive	The Company has in place an Employee Long Term Incentive Plan(the “Plan”) to provide incentives to appropriate executives.Subject to shareholder approval under the ASX Listing Rules orCorporations Act (where required), Mr Bent will be entitled to anannual issue of performance rights (issued under the terms of thePlan) having a value of up to 60% of the Annual Fixed Salary. Theperformance hurdles and performance and/or vesting periods willbe determined by the Board.
	Notice Period	Either party may terminate the employment agreement for anyreason whatsoever upon one party giving to the other party writtennotice of at least 6 months or such lesser period as agreed betweenthe parties.
	Severance Payments	If Mr Bent’s employment is terminated by the company (withoutcause) then Mr Bent shall be entitled to:where such termination occurs during the 6 monthprobationary period, a severance payment of $125,000;where such termination occurs after the probationaryperiod but before the third anniversary of thecommencement date, a severance payment equal to 6months’ worth of the Annual Fixed Salary (at the AnnualFixed Salary applicable immediately prior to thetermination date); orwhere such termination occurs on or after the third
		anniversary of the commencement date, a severancepayment equal to 3 months’ worth of the Annual Fixed
		Salary (at the Annual Fixed Salary applicable immediatelyprior to the termination date)
		.In the event of a material change in Mr Bent’s position,status, remuneration, benefits, title, work location, dutiesor responsibilities to which Mr Bent has not agreed and as aresult of which his employment is terminated or he resignsfrom his employment Mr Bent shall be entitled to aseverance payment equal to 12 months’ worth of theAnnual Fixed Salary (at the Annual Fixed Salary applicableimmediately prior to the termination date).