DGR GLOBAL LIMITED — Governance Information 2003

Aug 19, 2003

D'AGUILAR GOLD LIMITED ACN 052 354 837

DIRECTORS AND EXECUTIVES SHARE OPTION PLAN

TERMS AND CONDITIONS

Object of Plan $1₁$

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The D'AGUILAR GOLD LIMITED ACN 052 354 837 Directors and Executives Share Option Plan has been adopted by the Board of the Company with the object of creating incentives to maximise future profitability and growth by providing an opportunity for directors and senior executives of the Company and its subsidiaries to acquire equity in the Company.

Definitions and Interpretation $2.$

In these Terms and Conditions unless the context otherwise requires the following terms and expressions have the following meanings:

"Acceptance Form" means a form for the acceptance of offers made to Eligible Executives in such form as the Board may approve for the purpose from time to time:

"Approval Date" means the first to occur of the following;

• The day on which members of the Company in general meeting approve the (a) grant of Options pursuant to this Plan; or
• The day on which the Board approves the grant of Options pursuant to this $(b)$ Plan.

"ASX" means Australian Stock Exchange Limited;

"Board" means the board of directors of the Company;

"Business Day" means a day on which ASX is open for business;

"Company" means D'AGUILAR GOLD LIMITED ACN 052 354 837;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Eligible Executive" means any Director or other Executive Officer determined by the Board from time to time in their absolute discretion to be eligible for participation in the Plan:

"Eligible Nominee" means any person who, if the Eligible Executive was a body corporate, would be a Related Party;

"Executive Officer" has the meaning set out in Section 9 of the Corporations Act;

"Exercise Price" means, after listing of the Company on the ASX, the Exercise Price of the Options to be issued, which shall be at a price to be determined by the Board at the sole discretion of the Directors, but not less than a premium of ten percent to the prevailing Market Price of the shares of the Company on the ASX at the time of issue;

"IPO" means the initial public offering of the Company to be made in or about April 2003 for the purpose of listing on the ASX;

"Listing Rules" means the Listing Rules of the ASX as amended from time to time:

"Market Price" means on any particular day or at any particular time the average closing price of shares on the ASX on the five (5) Business Days immediately preceding that day or time;

"Option" means the contractual entitlement of the holder thereof to be allotted a Share upon payment of the Exercise Price and compliance with the Terms and Conditions of the Plan;

"Option Commencement Date" means the Business Day after the Approval Date;

"Option Exercise Period" means in respect of an Option, a period commencing on the Option Commencement Date and ending:

• In the case of cessation of office by an Eligible Executive, on the Business $(a)$ Day three (3) moths after cessation; and
• Otherwise, seven (7) Business Days after the anniversary of the issue date of $(b)$ an Option;

"Participant" means an Eligible Executive who accepts an offer from the Board to participate in the Plan or an Eligible Nominee of an Eligible Executive:

"Plan" means the D'Aguilar Gold Limited's Directors and Executives Share Option Plan:

"Related Entity" has the meaning ascribed to that term in Section 9 of the Corporations Act:

"Shares" means ordinary fully paid shares in the capital of the Company; and

"Subsidiary" has the meaning set out in Part 1.2 Division 6 of the Corporations Act.

$3₁$ Number of Options

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$3.1$ The total number of Shares to be issued by the Company to Eligible Executives in respect of which Options have been granted under the Plan and which have not been exercised or lapsed shall not at any time exceed 5% of the issued capital of the Company at the relevant time (herein called "the Permitted Limit").

$4₁$ Eligibility for Options

• $4.1$ The Company may issue Options pursuant to this Plan.
• $4.2$ The Board may, at any time, determine at its discretion:
• (a) what number of Options (if any) in total shall then be offered to Eligible Executives under the Plan PROVIDED THAT the number of Options so offered in any year to Eligible Executives shall not, if all exercised, exceed the Permitted Limit: and

who are the Eligible Executives at that time for the purpose of participating in $(b)$ the Plan.

Offer $5₁$

• $5.1$ The Board shall offer such number of Options to such Eligible Executives as determined in accordance with clause 4, subject to the Terms and Conditions of the Plan, for the time being PROVIDED THAT in the case of an Eligible Executive who is a director of the Company, no offer shall be made by the Board unless the prior approval of the shareholders of the Company, in accordance with the Listing Rules. has been obtained.
• $5.2$ Such offer shall be in writing and shall specify the following:
• The name and address of the Eligible Executive to whom the offer is made; $(a)$
• the number of Options being offered; $(b)$
• $(c)$ the Option Exercise Period;
• $(d)$ the Exercise Price;
• any other terms and conditions attaching to the offer; (e)
• $(f)$ the date of the offer; and
• the date, being not more than forty-five (45) days after the date of the offer, by $(g)$ which the offer must be accepted.
• $5.3$ The offer be accompanied by an Acceptance Form and a copy of the Explanatory Memorandum in respect of the Plan.
• An offer to an Eligible Executive is personal to that Executive Officer and is not $5.4$ assignable other than to an Eligible Nominee.
• $5.5$ Within three (3) Business Days of a written request to the Company from a Participant to do so, the Board shall provide information as to the Market Price of Shares to the Participant.

Consideration for the Grant of Option 6.

Until the Board otherwise decides, no consideration shall be payable for the grant of any Option offered pursuant to this Plan.

$7.$ Acceptance of Offer

(

• $7.1$ An Eligible Executive or an Eligible Nominee of an Eligible Executive (as the case may be) may accept the offer to take up Options by delivering to the Company the completed Acceptance Form.

• $7.2$ An Eligible Executive may appoint an Eligible Nominee to take up the Options when accepting the Offer by nominating the Eligible Nominee and providing the Company with such evidence as may be requested by the Company as to the relationship of the Eligible Nominee to the Eligible Executive.

• An offer may be accepted in whole or in part, but if in part only in a marketable $7.3$ parcel and in multiples of ten thousand (10,000) Options.

• The offer of any Options not accepted by the Participant shall lapse. $7.4$
• $7.5$ Upon acceptance of the offer the Board shall issue to the Participant a certificate for the Options in respect of which the offer has been accepted, which certificate shall specify the matters required to be specified by the Listing Rules.

8. Lapse of Options

• Any Option which has not been exercised on the expiry of the Option Exercise $8.1$ Period shall lapse.
• Any Option which is exercised as to the whole of the shares comprised therein shall $8.2$ lapse when it is last exercised.

9. Exercise of Options

• A Participant may at any time during the Option Exercise Period (but not after an $9.1$ Option has lapsed and subject to clause 9.2) exercise all or any of the Options held by him or her by lodging with the Company:
• a written notice of exercise of option specifying the number of Shares in $(a)$ respect of which Options are being exercised ("Option Exercise Notice"); and
• payment to the Company by way of a cheque for the Exercise Price multiplied $(b)$ by the number of Shares in respect of which Options are being exercised on a business day within thirty (30) days of delivery of the Option Exercise Notice.
• Options must be exercised so as to result in the allotment of a marketable parcel $9.2$ within the meaning of the Listing Rules PROVIDED THAT where the number of Options held by a Participant has been adjusted from time to time in accordance with the terms and conditions of the Plan, the Options shall be exercised by the Participant so as to result in as near as possible a marketable parcel of Shares being created.
• Upon receipt of the Option Exercise Notice and the cheque referred to in clause 9.1, 9.3 the Board shall allot to the Participant the Shares to which the Participant is entitled subject to the provisions of the Constitution of the Company.
• Shares to be allotted upon the exercise of Options will upon allotment rank in all 9.4 respects pari passu with the then existing ordinary shares of the Company.
• Upon allotment of Shares pursuant to the exercise of Options, the Company shall 9.5 use its best endeavours to have such Shares quoted and listed on the Official List of the ASX. The Company will apply, at its cost, for listing of the Shares within fourteen (14) days of the allotment of the Shares. Quotation and listing will not be sought for any of the Shares prior to the exercise of an Option.

Adjustment for Bonus Issue 10.

If, during the life of any Option, shares are issued pro rata to the Company's $10.1$ shareholders generally (otherwise than pursuant to any Plan) by way of bonus issue involving capitalisation of reserves or distributable profits, the Participant shall be entitled, upon later exercise of that option as to some or all of the shares comprised

in it, to receive in addition to the shares in respect of which the option is exercised an allotment of so many additional shares as would have been issued to a shareholder who, on the date for determining entitlements under the bonus issue, held shares equal in number to the shares in respect of which the option is exercised.

• $10.2$ In the event that the Company is for any reason unable to issue any such additional shares, the Company and the Participant will, if one of them so requests, consult together in good faith with a view to determining whether an alteration should be made to this Plan or the terms of any option (whether or not being granted) or both in order to remedy or forestall the results considered inequitable.
• 10.3 Additional shares to which the Participant becomes so entitled shall, as from the time shares are issued pursuant to the bonus issue and until those additional shares are allotted, be regarded as shares comprised in the relevant Option for the purposes of subsequent applications of clause 10.1 and any adjustments which, after the time just mentioned, are made under clause 11 to the number of shares comprised in an Option shall also be made to the additional shares as if they were shares comprised in the Option.

$11.$ Adjustment for Rights Issue

If, during the life of any Option:

• shares are offered pro rata for subscription by the Company to its shareholders $11.1$ generally (otherwise than pursuant to any of the Plans) by way of rights issue; and
• the price at which each share is so offered is less than the Market Price in force on $11.2$ the day of public announcement of the rights issue,

then the subscription price applicable to each share then comprised in the Option shall be reduced by the value of the theoretical rights entitlement per cum rights share and that theoretical rights entitlement per cum rights share shall be taken to have a value calculated by applying the formula:

$$
O^{1} = O - E \frac{[P - (S + D)]}{N + 1}
$$

where

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• $Q^1 =$ the new exercise price of the option
• $O =$ the old exercise price of the option
• $E =$ the number of underlying securities into which one option is exercisable
• $P =$ the average market price per security (weighted by reference to volume) of the underlying securities during the five (5) trading days ending on the day before the ex right date or the ex entitlements date
• the subscription price for a security under the pro-rata issue $S =$
• the dividend due but not yet paid on existing underlying securities (except $D =$ those to be issued under the pro-rata issue)
• the number of securities which rights of entitlements that must be held to $N =$ receive a right to one new security

$12.$ Rights of Participants

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• $12.1$ In addition to the rights set forth in clauses 10 and 11 hereof, the Board may, subject to and in accordance with any relevant Listing Rule, vary:
• the number of Options to which a Participant is entitled under the Plan: $(a)$
• $(b)$ the Exercise Price: or
• $(c)$ both the number of Options and the Exercise Price.

to make such adjustments to the entitlements of Participants as the Board may regard as appropriate following any reduction or restructuring of the capital of the Company PROVIDED ALWAYS that:

• in the event of the reconstruction (including consolidation, sub-division, $(d)$ reduction or return) of the issued capital of the Company, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on Participants which are not conferred on holders of Shares; and
• (subject to the provisions with respect to rounding of entitlements as (e) sanctioned by the meeting of the holders of Shares approving the reconstruction of capital) in all other respects the terms for the exercise of Options shall remain unchanged.
• 12.2 A Participant is not entitled to receive a dividend or participate in a rights issue in respect of any Share for which an Option remains unexercised.

$13.$ Duration of the Plan

• $13.1$ The Plan will continue in operation for such period as the Board in its discretion determines.
• $13.2$ Termination of the Plan will not affect the rights of any Participants in respect of Options then held by them.

$14₁$ Variations of the Plan

The Board may in accordance with any relevant Listing Rule from time to time add to or vary these Terms and Conditions PROVIDED THAT:

• $14.1$ such additions or variations are not inconsistent with the principal objects of the Plan: and
• $14.2$ such additions or variations must not reduce any Participant's existing entitlement under any Option granted at that time without that Participant's prior written approval.

$15₁$ Non-Assignability of Option

$15.1$ Each Option shall be personal to the Participant and shall not be transferable, transmissible or assignable except as provided in clause 15.2.

• A legal personal representative of a Participant who has died or whose estate is $15.2$ liable to be dealt with under laws relating to mental health shall be entitled to be registered as the holder of Options previously registered in the name of the Participant after production to the Board of such documents or other evidence as the Board may reasonably require to establish that entitlement.
• All Options shall lapse on the liquidation of the Company. $15.3$

$16.$ Administration

$\mathcal{E}^{(3)}$

• The Plan shall be administered by the Board or by a Committee of the Board $16.1$ appointed by the Board in accordance with the Constitution of the Company with such powers and duties as the Board may determine.
• Notices may be served on the Company at its registered office in Queensland at $16.2$ Level 30, Riverside Centre, 123 Eagle Street, BRISBANE QLD 4000 and on any Eligible Executive at the address shown in the records of the Company as the residential address of that person. Notices from the Company may be signed on behalf of the Board by any person duly authorised by the Board.
• Any dispute or difference of any nature arising under the Plan shall be determined $16.3$ by the Board whose decision shall be final and binding in all respects.

General $17₁$

• $17.1$ No Participant has or is to be regarded for any purpose as having any interest in any Shares the subject of an Option unless and until that Option is exercised and Shares are allotted as a result thereof.
• The entitlements of Participants and these Terms and Conditions are subject to the $17.2$ Listing Rules and the Constitution of the Company.
• 17.3 This Plan shall be governed by the laws of Queensland.

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