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ENERGY TRANSITION MINERALS LTD Director's Dealing 2011

Oct 25, 2011

64879_rns_2011-10-25_315bdc71-aedc-4884-8c2e-e11e0f7d44cd.pdf

Director's Dealing

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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity GREENLAND MINERALS AND ENERGY LIMITED
ABN 85 118 463 004

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director RODERICK CLAUDE MCILLREE
Date of last notice 1/07/2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest 11,411,456 shares.
2,800,000 Options in 3 tranches being 900,000
tranche 1 Options, 950,000 tranche 2 Options
and 950,000 tranche 3 Options. Refer
attachment 1 for terms and conditions of the
Options.
2,700,000 performance rights in 3 tranches
being 900,000 tranche 1 rights, 900,000
tranche 2 rights and 900,000 tranche 3 rights.
Refer attachment 2 for terms and conditions of
the performance rights.
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Upper Mantle Inv. P/L
2,655,225 shares
Marmac Holdings Pty Ltd
~~30,000 shares~~
McIllree Family Account
255,000shares
Date of change 21/10/2011
No. of securities held prior to change 11,411,456 shares
2,800,000 performance options
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class Performance rights
Number acquired 2,700,000 performance rights in 3 tranches
being 900,000 tranche 1 rights, 900,000
tranche 2 rights and 900,000 tranche 3 rights.
Number disposed nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Allotment on shareholder approval
No. of securities held after change 11,411,456 shares
2,800,000 Options in 3 tranches being 900,000
tranche 1 Options, 950,000 tranche 2 Options
and 950,000 tranche 3 Options. Refer
attachment 1 for terms and conditions of the
Options.
2,700,000 performance rights in 3 tranches
being 900,000 tranche 1 rights, 900,000
tranche 2 rights and 900,000 tranche 3 rights.
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue
of securities under dividend reinvestment plan, participation in buy-
back
Allotment on shareholder approval

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
**clearance was required? **
No
.
If so, was prior written clearance provided to allow the trade
to proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Attachment 1

Terms of Options

The Options are issued in 3 tranches with vesting hurdles as follows:

(a) Tranche 1 – will vest upon both the volume weighted average price of shares being $3.75 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

(b) Tranche 2 – will vest upon both the volume weighted average price of shares being $5.00 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

(c) Tranche 3 – will vest upon both the volume weighted average price of shares being $6.25 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

The terms of the Options are otherwise as follows:

  1. Each Option entitles the holder to one Share.

  2. The Options are exercisable at any time prior to 5.00 pm Western Standard Time on 31 August 2013 (" Expiry Date ").

  3. The exercise price of the Options is $1.75 per Option.

  4. Upon vesting, the Options are freely transferable.

  5. The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). Subject to vesting, the Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.

  6. Upon the exercise of an Option and receipt of all relevant documents and payment, the holder in accordance with paragraph 5 will be allotted and issued a Share ranking pari passu with the then issued Shares.

  7. There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Optionholders the opportunity (where Options have vested) to exercise their Options prior to the date for determining entitlements to participate in any such issue.

  8. If there is a bonus issue (" Bonus Issue ") to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

  9. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

  10. In the event that the Company makes a pro rata issue of securities, the exercise price of the Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.

  11. See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Attachment 2

Terms of the Performance Rights

  1. The Performance Rights are non-transferable.

  2. The rights under Performance Rights are personal and a Performance Right does not confer any entitlement to attend or vote at meetings of the Company, to dividends, participation in new issues of securities or entitlement to participate in any return of capital.

  3. The Performance Rights vest upon the satisfaction of any performance hurdles specified at the time of issue.

  4. The Performance Rights lapse upon the Eligible Employee ceasing to be employed or on the death, incapacity or disability of the Eligible Employee or on the failure to satisfy any performance hurdles within a required time of the issue of the Performance Rights.

  5. Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares will rank equally in all respects with the existing Shares.

  6. If the Company makes a bonus issue of Shares, then the holder of the Performance Right upon vesting will be entitled to have issued to it the increased number of Shares that it would have received if the Performance Right had vested and the holder acquired Shares in respect of the Performance Right before the record date for the bonus issue.

  7. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the vesting date, the number of Performance Rights will be reconstructed in a manner consistent with the ASX Listing Rules.

Performance/Vesting Hurdles

The Performance Rights will be issued in 3 tranches with performance/vesting hurdles as follows:

  • Tranche 1 - will vest upon both the volume weighted average price of Shares being $1.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

  • Tranche 2 -

  • will vest upon both the volume weighted average price of Shares being $1.85 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

  • Tranche 3 - will vest upon both the volume weighted average price of Shares being $2.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

The Performance Rights will lapse if the performance/vesting hurdles are not satisfied within 3 years of the date of the Meeting

  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 5

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity GREENLAND MINERALS AND ENERGY LIMITED
ABN 85 118 463 004

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director SIMON KENNETH CATO
Date of last notice 1/07/2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest 4,712,200 shares
Performance rights
100,000 tranche 1; 200,000 tranche 2;
300,000 tranche 3.
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Simon Cato Super Fund
500,000 shares
Rosemont Asset Pty Ltd
(wholly owned company of Simon Cato)
120,000 shares
Date of change 21/10/2011
No. of securities held prior to change 4,462,200 shares
600,000 performance rights
Class Performance rights refer attachment 1 for
terms.
Number acquired Performance rights
100,000 tranche 1; 200,000 tranche 2;
300,000 tranche 3.
Number disposed nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
Shareholder approval
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change 4,712,200 shares
Performance rights
100,000 tranche 1; 200,000 tranche 2;
300,000 tranche 3.
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
Allotment with shareholder approval

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
**clearance was required? **
No
If so, was prior written clearance provided to allow the trade
to proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Terms of the Performance Rights:

  1. The Performance Rights are non-transferable.

  2. The rights under Performance Rights are personal and a Performance Right does not confer any entitlement to attend or vote at meetings of the Company, to dividends, participation in new issues of securities or entitlement to participate in any return of capital.

  3. The Performance Rights vest upon the satisfaction of any performance hurdles specified at the time of issue.

  4. The Performance Rights lapse upon the Eligible Employee ceasing to be employed or on the death, incapacity or disability of the Eligible Employee or on the failure to satisfy any performance hurdles within a required time of the issue of the Performance Rights.

  5. Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares will rank equally in all respects with the existing Shares.

  6. If the Company makes a bonus issue of Shares, then the holder of the Performance Right upon vesting will be entitled to have issued to it the increased number of Shares that it would have received if the Performance Right had vested and the holder acquired Shares in respect of the Performance Right before the record date for the bonus issue.

  7. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the vesting date, the number of Performance Rights will be reconstructed in a manner consistent with the ASX Listing Rules.

Performance/Vesting Hurdles

The Performance Rights will be issued in 3 tranches with performance/vesting hurdles as follows:

  • Tranche 1 - will vest upon both the volume weighted average price of Shares being $1.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

  • Tranche 2 - will vest upon both the volume weighted average price of Shares being $1.85 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

Tranche 3 - will vest upon both the volume weighted average price of Shares being $2.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

The Performance Rights will lapse if the performance/vesting hurdles are not satisfied within 3 years of the date of the Meeting

  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Greenland Minerals and Energy Ltd

ABN 85 118 463 004

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Jeremy Whybrow
Date of last notice 1/07/2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest 6,010,200 shares
Performance rights
300,000 tranche 1; 300,000 tranche 2;
400,000 tranche 3.
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
JS and SJ Whybrow Super Fund
170,000 shares
Date of change 21/10/2011
No. of securities held prior to change 6,010,200 shares
Class Performance rights see attachment 1 for
terms.
Number acquired Performance rights
300,000 tranche 1; 300,000 tranche 2;
400,000 tranche 3.
Number disposed nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
Shareholder approval
  • See chapter 19 for defined terms.

Appendix 3Y Page 1

1/1/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

No. of securities held after change 6,010,200 shares Performance rights 300,000 tranche 1; 300,000 tranche 2; 400,000 tranche 3. Nature of change Allotment with shareholder approval. Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract

Nature of interest Name of registered holder (if issued securities) Date of change

No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade N/A to proceed during this period? If prior written clearance was provided, on what date was this N/A provided?

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

1/1/2011

Appendix 3Y Change of Director’s Interest Notice

Terms of the Performance Rights:

  1. The Performance Rights are non-transferable.

  2. The rights under Performance Rights are personal and a Performance Right does not confer any entitlement to attend or vote at meetings of the Company, to dividends, participation in new issues of securities or entitlement to participate in any return of capital.

  3. The Performance Rights vest upon the satisfaction of any performance hurdles specified at the time of issue.

  4. The Performance Rights lapse upon the Eligible Employee ceasing to be employed or on the death, incapacity or disability of the Eligible Employee or on the failure to satisfy any performance hurdles within a required time of the issue of the Performance Rights.

  5. Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares will rank equally in all respects with the existing Shares.

  6. If the Company makes a bonus issue of Shares, then the holder of the Performance Right upon vesting will be entitled to have issued to it the increased number of Shares that it would have received if the Performance Right had vested and the holder acquired Shares in respect of the Performance Right before the record date for the bonus issue.

  7. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the vesting date, the number of Performance Rights will be reconstructed in a manner consistent with the ASX Listing Rules.

Performance/Vesting Hurdles

The Performance Rights will be issued in 3 tranches with performance/vesting hurdles as follows:

  • Tranche 1 - will vest upon both the volume weighted average price of Shares being $1.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

  • Tranche 2 - will vest upon both the volume weighted average price of Shares being $1.85 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

Tranche 3 - will vest upon both the volume weighted average price of Shares being $2.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

The Performance Rights will lapse if the performance/vesting hurdles are not satisfied within 3 years of the date of the Meeting

  • See chapter 19 for defined terms.

Appendix 3Y Page 3

1/1/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity GREENLAND MINERALS AND ENERGY LIMITED
ABN 85 118 463 004

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Anthony Ho
Date of last notice 06/07/2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest 250,000 Shares
600,000 performance rights
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
A.P. & C.H. Ho Superannuation Fund
250,000 shares
Date of change 21 October 2011
No. of securities held prior to change 250,000 Shares
Class Performance rights
200,000 tranche 1; 200,000 tranche 2;
200,000 tranche 3.
Number acquired
600,000
Number disposed nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Shareholder approval
No. of securities held after change 250,000 Shares
600,000 performance rights
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Grant in accordance with shareholder approval. Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract

Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
No
If so, was prior written clearance provided to allow the trade
to proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

The following are the terms of the Performance Rights:

  1. The Performance Rights are non-transferable.

  2. The rights under Performance Rights are personal and a Performance Right does not confer any entitlement to attend or vote at meetings of the Company, to dividends, participation in new issues of securities or entitlement to participate in any return of capital.

  3. The Performance Rights vest upon the satisfaction of any performance hurdles specified at the time of issue.

  4. The Performance Rights lapse upon the Eligible Employee ceasing to be employed or on the death, incapacity or disability of the Eligible Employee or on the failure to satisfy any performance hurdles within a required time of the issue of the Performance Rights.

  5. Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares will rank equally in all respects with the existing Shares.

  6. If the Company makes a bonus issue of Shares, then the holder of the Performance Right upon vesting will be entitled to have issued to it the increased number of Shares that it would have received if the Performance Right had vested and the holder acquired Shares in respect of the Performance Right before the record date for the bonus issue.

  7. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the vesting date, the number of Performance Rights will be reconstructed in a manner consistent with the ASX Listing Rules.

Performance/Vesting Hurdles

The Performance Rights will be issued in 3 tranches with performance/vesting hurdles as follows:

  • Tranche 1 - will vest upon both the volume weighted average price of Shares being $1.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

  • Tranche 2 - will vest upon both the volume weighted average price of Shares being $1.85 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

Tranche 3 - will vest upon both the volume weighted average price of Shares being $2.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

The Performance Rights will lapse if the performance/vesting hurdles are not satisfied within 3 years of the date of the Meeting

  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity GREENLAND MINERALS AND ENERGY LIMITED
ABN 85 118 463 004

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Dr John Mair
Date of last notice 12/10/2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest 5,110,000 shares
2,100,000 Options in 3 tranches being 700,000
tranche 1 Options, 700,000 tranche 2 Options
and
700,000
tranche
3
Options.
Refer
attachment 1 for terms and conditions of the
Options.
2,100,000 performance rights in 3 tranches
being 700,000 tranche 1 rights, 700,000 tranche
2 rights and 700,000 tranche 3 rights. Refer
attachment 2 for terms and conditions of the
performance rights.
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
nil
Date of change 21 October 2011
No. of securities held prior to change 5,110,000 shares
2,100,000 Options
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class Performance rights
700,000 tranche 1; 700,000 tranche 2; 700,000
tranche 3.
See attachment 2 for full terms
Number acquired 2,100,000
Number disposed nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Shareholder approval
No. of securities held after change 5,110,000 shares
2,100,000 Options in 3 tranches being 700,000
tranche 1 Options, 700,000 tranche 2 Options
and
700,000
tranche
3
Options.
Refer
attachment 1 for terms and conditions of the
Options.
2,100,000 performance rights in 3 tranches
being 700,000 tranche 1 rights, 700,000 tranche
2 rights and 700,000 tranche 3 rights. Refer
attachment 2 for terms and conditions of the
performance rights.
Nature of change
Example: on-market trade, off-market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy-back
Grant in accordance with shareholder approval.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
No
If so, was prior written clearance provided to allow the trade
to proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Attachment 1

Terms of Options

The Options are issued in 3 tranches with vesting hurdles as follows:

(a) Tranche 1 – will vest upon both the volume weighted average price of shares being $3.75 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

(b) Tranche 2 – will vest upon both the volume weighted average price of shares being $5.00 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

(c) Tranche 3 – will vest upon both the volume weighted average price of shares being $6.25 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

The terms of the Options are otherwise as follows:

  1. Each Option entitles the holder to one Share.

  2. The Options are exercisable at any time prior to 5.00 pm Western Standard Time on 31 August 2013 (" Expiry Date ").

  3. The exercise price of the Options is $1.75 per Option.

  4. Upon vesting, the Options are freely transferable.

  5. The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). Subject to vesting, the Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.

  6. Upon the exercise of an Option and receipt of all relevant documents and payment, the holder in accordance with paragraph 5 will be allotted and issued a Share ranking pari passu with the then issued Shares.

  7. There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Optionholders the opportunity (where Options have vested) to exercise their Options prior to the date for determining entitlements to participate in any such issue.

  8. If there is a bonus issue (" Bonus Issue ") to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

  9. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

  10. In the event that the Company makes a pro rata issue of securities, the exercise price of the Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.

  11. See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Attachment 2

Terms of the Performance Rights

  1. The Performance Rights are non-transferable.

  2. The rights under Performance Rights are personal and a Performance Right does not confer any entitlement to attend or vote at meetings of the Company, to dividends, participation in new issues of securities or entitlement to participate in any return of capital.

  3. The Performance Rights vest upon the satisfaction of any performance hurdles specified at the time of issue.

  4. The Performance Rights lapse upon the Eligible Employee ceasing to be employed or on the death, incapacity or disability of the Eligible Employee or on the failure to satisfy any performance hurdles within a required time of the issue of the Performance Rights.

  5. Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares will rank equally in all respects with the existing Shares.

  6. If the Company makes a bonus issue of Shares, then the holder of the Performance Right upon vesting will be entitled to have issued to it the increased number of Shares that it would have received if the Performance Right had vested and the holder acquired Shares in respect of the Performance Right before the record date for the bonus issue.

  7. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the vesting date, the number of Performance Rights will be reconstructed in a manner consistent with the ASX Listing Rules.

Performance/Vesting Hurdles

The Performance Rights will be issued in 3 tranches with performance/vesting hurdles as follows:

  • Tranche 1 - will vest upon both the volume weighted average price of Shares being $1.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

  • Tranche 2 - will vest upon both the volume weighted average price of Shares being $1.85 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

Tranche 3 - will vest upon both the volume weighted average price of Shares being $2.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

The Performance Rights will lapse if the performance/vesting hurdles are not satisfied within 3 years of the date of the Meeting

  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 5

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity GREENLAND MINERALS AND ENERGY LIMITED
ABN 85 118 463 004

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Michael Hutchinson
Date of last notice 1/07/2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Performance rights
400,000 tranche 1; 500,000 tranche 2;
500,000 tranche 3.
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
n/a
Date of change 25/10/2011
No. of securities held prior to change nil
Class Performance rights
Number acquired Performance rights
400,000 tranche 1; 500,000 tranche 2;
500,000 tranche 3.
Number disposed nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Shareholder approval
No. of securities held after change Performance rights
400,000 tranche 1; 500,000 tranche 2;
500,000 tranche 3.
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Allotment on shareholder approval Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
No
If so, was prior written clearance provided to allow the trade
to proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Terms of the Performance Rights:

  1. The Performance Rights are non-transferable.

  2. The rights under Performance Rights are personal and a Performance Right does not confer any entitlement to attend or vote at meetings of the Company, to dividends, participation in new issues of securities or entitlement to participate in any return of capital.

  3. The Performance Rights vest upon the satisfaction of any performance hurdles specified at the time of issue.

  4. The Performance Rights lapse upon the Eligible Employee ceasing to be employed or on the death, incapacity or disability of the Eligible Employee or on the failure to satisfy any performance hurdles within a required time of the issue of the Performance Rights.

  5. Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares will rank equally in all respects with the existing Shares.

  6. If the Company makes a bonus issue of Shares, then the holder of the Performance Right upon vesting will be entitled to have issued to it the increased number of Shares that it would have received if the Performance Right had vested and the holder acquired Shares in respect of the Performance Right before the record date for the bonus issue.

  7. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the vesting date, the number of Performance Rights will be reconstructed in a manner consistent with the ASX Listing Rules.

Performance/Vesting Hurdles

The Performance Rights will be issued in 3 tranches with performance/vesting hurdles as follows:

  • Tranche 1 - will vest upon both the volume weighted average price of Shares being $1.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

  • Tranche 2 - will vest upon both the volume weighted average price of Shares being $1.85 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

Tranche 3 - will vest upon both the volume weighted average price of Shares being $2.50 or more for 10 consecutive Trading Days and 2 years continuous service for the Company from 1 April 2011 save that this continuous service vesting hurdle will be deemed to be satisfied in the event of a successful takeover bid where the bidder has acceptances for greater than 50% of the Shares in the Company.

The Performance Rights will lapse if the performance/vesting hurdles are not satisfied within 3 years of the date of the Meeting

  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3