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ENERGY TRANSITION MINERALS LTD — Director's Dealing 2011
Oct 11, 2011
64879_rns_2011-10-11_72dea30a-447a-4b22-98a6-a6048e6330d1.pdf
Director's Dealing
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Appendix 3X Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
Initial 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 30/9/2001.
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.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Dr John Mair |
|---|---|
| Date of appointment | 7 October 2011 |
Part 1 - Director’s relevant interests in securities of which the director is the registered holder 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.
Number & class of securities
5,110,000 shares
2,100,000 Options have been issued to John Mair 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.
- See chapter 19 for defined terms.
Appendix 3X Page 1
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Appendix 3X Initial Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. NA |
Number & class of Securities |
|---|---|
Part 3 – 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 | NA |
|---|---|
| Nature of interest | |
| Name of registered holder (if issued securities) |
|
| No. and class of securities to which interest relates |
- See chapter 19 for defined terms.
Appendix 3X Page 2
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Appendix 3X Initial Director’s Interest Notice
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 :
-
Each Option entitles the holder to one Share.
-
The Options are exercisable at any time prior to 5.00 pm Western Standard Time on 31 August 2013 (" Expiry Date ").
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The exercise price of the Options is $1.75 per Option.
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Upon vesting, the Options are freely transferable.
-
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.
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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.
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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.
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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.
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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.
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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.
-
See chapter 19 for defined terms.
Appendix 3X Page 3
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