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GREAT BOULDER RESOURCES LIMITED Governance Information 2016

Nov 15, 2016

64967_rns_2016-11-15_8b50c512-3aec-45c1-b812-4c7320225d23.pdf

Governance Information

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Incentive Plan Rules

Great Boulder Resources Limited ACN 611 695 955

Jackson McDonald 225 St Georges Terrace Applecross WA 6953

t: +61 8 9426 6611 f: +61 8 9321 2002 w: www.jacmac.com.au

Contact: Will Moncrieff Reference: 7158699

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Table of contents

1. Introduction ................................................................................................................ 2
2. Objectives .................................................................................................................. 2
3. Definitions and interpretation ...................................................................................... 2
4. The Plan .................................................................................................................... 7
5. Trust........................................................................................................................... 7
6. Eligibility to participate ................................................................................................ 7
7. Cessation of employment of Participant ..................................................................... 8
8. Dividends and voting rights ........................................................................................ 9
9. Exercise Conditions and Vesting Conditions .............................................................. 9
10. Disposal restrictions on Plan Shares ........................................................................ 10
11. Buy-Back ................................................................................................................. 10
12. Maximum number of Awards .................................................................................... 10
13. Taxation ................................................................................................................... 11
14. Listing Rules ............................................................................................................ 11
15. Administration of the Plan ........................................................................................ 11
16. Termination, suspension and amendment of the Plan .............................................. 13
17. Costs, charges and duties ........................................................................................ 13
18. Taxes ....................................................................................................................... 13
19. Rights of Participants ............................................................................................... 14
20. ASIC relief ................................................................................................................ 14
21. Notices ..................................................................................................................... 14
22. Miscellaneous .......................................................................................................... 15
23. Governing law .......................................................................................................... 15
24. Severance ................................................................................................................ 15
Schedule 1 – Options .......................................................................................................... 16
Schedule 2 – Performance Rights ....................................................................................... 21
Annexure A – Offer of Options ............................................................................................ 26
Annexure B – Acceptance of Offer of Options ..................................................................... 28
Annexure C – Option Certificate .......................................................................................... 29
Annexure D – Notice of exercise of Options ........................................................................ 30
Annexure E – Offer of Performance Rights ......................................................................... 31
Annexure F – Acceptance of Offer of Performance Rights .................................................. 33
Annexure G – Performance Rights Certificate ..................................................................... 34

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Incentive Plan Rules

Great Boulder Resources Limited (ACN 611 695 955)

1. Introduction

  • 1.1 This document sets out the Rules of Incentive Plan ( Rules ) for the Company.

  • 1.2 There are legal and tax consequences associated with participation in the Plan. Eligible Participants should ensure that they understand these consequences before accepting an invitation to participate in the Plan.

2. Objectives

The objectives of the Plan are to:

  • (a) establish a method by which Eligible Participants can participate in the future growth and profitability of the Company;

  • (b) provide an incentive and reward for Eligible Participants for their contributions to the Company;

  • (c) attract and retain a high standard of managerial and technical personnel for the benefit of the Company; and

  • (d) align the interests of Eligible Participants more closely with the interests of Shareholders, by providing an opportunity for Eligible Participants to hold an equity interest in the Company.

3. Definitions and interpretation

3.1 Definitions

In these Rules:

Acceptance means the acceptance of an Offer of Options or Performance Rights in such form as the Board may from time to time determine.

Acceptance Date means the date on which an Acceptance is lodged with the Company by an Eligible Participant or his or her nominee in accordance with the requirements of these Rules.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange as the context requires.

Board means the board of Directors of the Company from time to time.

Business Day has the meaning given to it in the Listing Rules.

Buy-Back means the purchase by the Company of Options or Performance Rights prior to their exercise or vesting (as applicable), or the buy-back by the Company of Plan Shares, pursuant to Rule 11.

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Change of Control Event means a person, or a group of associated persons, becoming entitled to sufficient Shares to give that person or persons the ability, in general meeting, to replace all or a majority of the Board.

Company means Great Boulder Resources Limited ACN 611 695 955.

Constitution means the constitution of the Company, as amended from time to time.

Contractor means a consultant or contractor that has entered into a contract which requires or might reasonably be expected to require the consultant or contractor to provide the pro-rata equivalent of 40% or more of a comparable full-time position with a Group Company:

  • (a) directly in their individual capacity; or

  • (b) through a company (e.g. a small family owned company or a corporate trustee of a family trust) where the individual who performs the work under or in relation to the contract is a director of the company or the spouse of a director of that company.

Corporations Act means the Corporations Act 2001 (Commonwealth of Australia).

Director means a director of the Company.

Eligible Participant means a person who is, in relation to a Group Company:

  • (a) a full-time or part-time employee, including an executive Director;

  • (b) a non-executive Director;

  • (c) a Contractor;

  • (d) a casual employee where they are, or might reasonably be expected to be, engaged to work the pro-rata equivalent of 40% or more of a comparable fulltime position; or

  • (e) a person to whom an Offer is made but who can only accept that Offer if an arrangement has been entered into that will result in the person becoming covered by one of paragraphs (a) to (d) above.

Employee means a full time or part-time employee of the Company or a Related Body Corporate of the Company.

Exercise Condition means a condition (excluding a Vesting Condition) relating to an Option which must be satisfied or waived before the Option may be exercised.

Exercise Period means the period from the end of the Restricted Period, if any, to the Expiry Date.

Exercise Price means:

  • (a) in relation to an Option, an amount determined by the Board as the subscription price per Share prior to the offer of the Option in accordance with paragraph 1 of Schedule 1 payable by a Participant on exercise of the Option; and

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  • (b) in relation to a Performance Right, a nil amount unless otherwise determined by the Board as the subscription price per Share prior to the offer of the Performance Right in accordance with paragraph 1 of Schedule 2 payable by a Participant on exercise of the Performance Right.

Expiry Date means 5.00pm Western Standard Time in Australia on the day specified in an Offer as determined by the Board in its absolute discretion.

Group Company means the Company and any Related Body Corporate of the Company.

Holder means the registered holder of Options or Performance Rights.

Issue Date means the date on which the Company issues the Option or Performance Right.

Listing Rules means the Listing Rules of ASX, and any other rules of ASX which are applicable to the Company while the Company is admitted to the official list of ASX, each as amended from time to time, except to the extent of any express waiver by ASX.

Nominal Consideration means consideration of not more than 1 cent per Option or Performance Right.

Offer means the offer of Options or Performance Rights made in accordance with paragraph 1 of Schedule 1 or paragraph 1 of Schedule 2 and on the terms set out in these Rules with such adjustments as the Board may consider relevant having regard to the requirements of the Listing Rules or the individual circumstances of an Offer.

Option means a right, other than a Performance Right, to subscribe for or otherwise acquire a Share on the terms set out in these Rules.

Option Exercise Notice means a notice for the exercise of Options in accordance with the Rules in such form as the Board may from time to time prescribe.

Participant means an Eligible Participant to whom Options or Performance Rights have been validly granted under the Plan.

Performance Hurdle means a performance hurdle as determined by the Remuneration Committee and specified in an Offer of Performance Rights.

Performance Right means a right to subscribe for or otherwise acquire a Share on the terms set out in these Rules.

Permanent Disablement means:

  • (a) the illness or incapacity of the Eligible Participant necessitating the permanent withdrawal of the Eligible Participant from the work force, as accepted to the satisfaction of the Board; or

  • (b) any other circumstances which the Board considers should be treated as Permanent Disablement for the purposes of the Plan.

Plan means the Incentive Plan for the Company established in accordance with these Rules.

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Plan Share means any Share held by a Participant:

  • (a) in respect of which the Participant exercised an Option; or

  • (b) upon the automatic vesting of a Performance Right.

Related Body Corporate has the same meaning as given to that term in the Corporations Act.

Remuneration Committee means the Remuneration Committee of the Board.

Restricted Period means the period commencing on the Issue Date and expiring on the later of the Vesting Date (if any) and the date when the last of any Exercise Conditions (if any) is satisfied or waived by the Company.

Rules means the rules of the Plan as set out in this document as amended from time to time.

Securities Trading Policy means the Company’s policy for trading in Company securities by officers and employees of the Company, as amended from time to time.

Security Interest means a mortgage, charge, pledge, lien, encumbrance or other third party interest of any nature.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of a Share.

Takeover Period , in relation to a takeover bid in respect of Shares, means either:

  • (a) where a general offer has been made to acquire Shares, the period of 6 months (or such other period as the Board, in its absolute discretion, determines and notifies in writing to Participants) after such offer has become or been declared unconditional, or

  • (b) in relation to a scheme of arrangement, the period of 6 months (or such other period as the Board, in its absolute discretion, determines and notifies in writing to Participants) after the scheme has become effective whereby more than 50 per cent of the Shares carrying a right to vote in general meetings of the Company have vested in another person or in any combination of persons acting in concert.

Vesting Condition means a condition (excluding an Exercise Condition) relating to a Performance Right which must be satisfied or waived before the Performance Right can vest, and may include Performance Hurdles.

Vesting Date means 5.00pm Western Standard Time in Australia on such date after the Issue Date as determined by the Board and specified in an Offer.

3.2

Interpretation

In these Rules:

  • (a) headings are for convenience only and do not affect the interpretation of the Plan; and

unless expressed to the contrary;

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  • (b) any reference in the Plan to any enactment includes a reference to that enactment as from time to time amended, consolidated, re-enacted or replaced and to all regulations or instruments issued under it;

  • (c) any words denoting the singular include the plural and words denoting the plural include the singular;

  • (d)

  • any words denoting one gender include the other gender;

  • (e) where any word or phrase is given a definite meaning in the Plan, any part of the speech or other grammatical form of that word or phrase has a corresponding meaning;

  • (f) a reference to a power, right or discretion being exercisable by the Board is taken to be a reference to that power, right or discretion being exercisable by a delegate of the Board;

  • (g) a reference to an application to participate in the Plan includes any process implemented by the Board to provide for deemed applications; and

  • (h)

  • a reference to:

  • (i) a person includes a firm, unincorporated association, corporation and a government or statutory body or authority;

  • (ii) a person includes its legal personal representatives, successors and assigns;

  • (iii) a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, reenactments or replacements of any of them;

  • (iv) a right includes a benefit, remedy, discretion, authority or power;

  • (v) an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representative;

  • (vi) $ or dollars is a reference to the lawful currency of Australia;

  • (vii) this or any other document includes the document as varied or replaced and notwithstanding any change in the identity of the parties; and

  • (viii) any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;

  • (i) any word or phrase used in these Rules which is not defined in these Rules, but which is defined in the Listing Rules has the same meaning as defined in the Listing Rules; and

  • (j) a reference to the Listing Rules has effect only if the Company is admitted to the official list of ASX, and is otherwise to be disregarded (save where any term is defined by reference to the meaning given to it in the Listing Rules).

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4. The Plan

  • 4.1 The Plan will commence on a date determined by resolution of the Board.

  • 4.2 There shall be set aside for the purposes of the Plan such number of Options and Performance Rights as the Board may from time to time determine.

  • 4.3

  • The Board will administer the Plan.

  • 4.4 For so long as the Company is admitted to the official list of ASX, Options and Performance Rights may not be offered to a Director or his or her associates except where approval is given by Shareholders in general meeting in accordance with the requirements of the Listing Rules.

  • 4.5 Participation in the Plan is subject to the Rules.

  • 4.6

  • The provisions of:

  • (a) Schedule 1 apply to the extent the Company makes an Eligible Participant an Offer of Options (subject to the power of the Board to vary or supplement Schedule 1 in relation to any Offer); and

  • (b) Schedule 2 apply to the extent the Company makes an Eligible Participant an Offer of Performance Rights (subject to the power of the Board to vary or supplement Schedule 2 in relation to any Offer).

5. Trust

The Board may, in its sole and absolute discretion, use an employee share trust or other mechanism for the purposes of holding any Plan Shares for Participants under the Plan.

6. Eligibility to participate

  • 6.1 Subject to Rule 4.4 in respect of the participation of Directors, Eligible Participants are eligible to participate in the Plan.

  • 6.2 The Board may in its absolute discretion determine criteria to apply to an Eligible Participant for participation in the Plan including, without limitation, a minimum period of service.

  • 6.3 Eligibility to participate in the Plan does not confer a right to participate in the Plan. Participation in the Plan will be solely determined by the Board in accordance with these Rules.

  • 6.4 Options and Performance Rights may be granted to Eligible Participants or their nominees as approved by the Board from time to time.

  • 6.5 The Board may in its discretion determine the number of Options or Performance Rights to be offered to an Eligible Participant and the Board may, subject to these Rules, determine the terms and conditions applicable to such Options or Performance Rights.

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7. Cessation of employment of Participant

  • 7.1 Subject to Rule 7.2, Options and Performance Rights will automatically lapse and be forfeited if during the Restricted Period:

  • (a) the Participant to whom the Options or Performance Rights were first granted:

    • (i) voluntarily resigns from employment with the Company otherwise than to take up employment with a Related Body Corporate of the Company; or

    • (ii) is dismissed from employment or is removed from his or her position with the Company for any one or more of the following reasons:

      • A. material breach of the terms of any contract of employment, engagement or office entered into by the Company (or another Group Company) and the Participant;

      • B. gross negligence;

      • C. other conduct justifying termination of employment, engagement or office without notice either under the Participant's contract of employment, engagement or office, or at common law;

      • D. the Participant ceases his or her employment, engagement or office for any reason and commences employment, engagement or office, or otherwise acts, in breach of any posttermination restrictions contained in his or her contract of employment, engagement or office entered into by the relevant Group Company and the Participant; or

      • E. the Participant is ineligible to hold his or her office pursuant to the Corporations Act;

  • (b) Performance Hurdles, if any, are not satisfied in full, in which case a proportion of Performance Rights may be forfeited, such proportion to be at the absolute discretion of the Board; or

  • (c) Performance Hurdles, if any, are not satisfied below a minimum threshold, in which case all Performance Rights will be forfeited.

  • 7.2 Options and Performance Rights that are subject to a Restricted Period will not lapse and be forfeited if the Participant ceases employment or is removed from his or her position in the following circumstances:

  • (a) death of the Participant;

  • (b) Permanent Disablement of the Participant;

  • (c) retirement of the Participant;

  • (d) redundancy; or

  • (e) where the Board in its absolute discretion determines that the Participant may maintain his/her right to exercise the Options or Performance Rights.

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8. Dividends and voting rights

Holders of Options or Performance Rights have no rights to vote at meetings of the Company or receive dividends until Plan Shares are allotted or acquired on the exercise of Options or Performance Rights pursuant to the Rules.

9. Exercise Conditions and Vesting Conditions

  • 9.1 The Board may when Options or Performance Rights are offered determine that the Options or Performance Rights issued will be subject to Exercise Conditions or Vesting Conditions respectively.

  • 9.2 Options or Performance Rights which are subject to Exercise Conditions or Vesting Conditions are liable to lapse if any of the Exercise Conditions or Vesting Conditions are not satisfied. An Option or Performance Right which lapses will be cancelled and will not thereafter be capable of being exercised by the Holder or vesting.

  • 9.3 Any Options or Performance Rights which are subject to Exercise Conditions or Vesting Conditions cannot be exercised or vest until such time as the Exercise Conditions or Vesting Conditions have been satisfied or waived.

  • 9.4 Exercise Conditions or Vesting Conditions will comprise those conditions described as such by the Board and set out in an Offer (or in a document accompanying an Offer).

  • 9.5 Without limiting the Board’s power to impose Exercise Conditions or Vesting Conditions, Exercise Conditions or Vesting Conditions may include:

  • (a) a condition that the Eligible Participant remain as an employee or director (as the case may be) of the Company or its related body corporate for a stipulated minimum period;

  • (b) a condition that any stipulated performance criterion be satisfied by the Eligible Participant;

  • (c) a condition that certain specified milestones in connection with the business the Company or related body corporate be completed within a specified time or in a specified manner; and

  • (d) a condition that the market price of the Company’s Shares attain a specified price (or remain at a specified price for a specified number of days) within a specified period.

  • 9.6 Any Exercise Conditions or Vesting Conditions imposed by the Board may subsequently be waived in whole or in part by the Company by notice in writing to the Holder of the relevant Options or Performance Rights. Any Exercise Conditions or Vesting Conditions so waived will be deemed to be satisfied. For the avoidance of doubt Exercise Conditions or Vesting Conditions may be waived after a Participant has ceased to be an Eligible Participant in which case the waiver will be deemed to have occurred while the Participant remained an Eligible Participant.

  • 9.7 Subject to the Listing Rules the Company may also vary any Exercise Conditions or Vesting Conditions by notice in writing to the Holder of the relevant Options or Performance Rights provided such variation is not adverse to the Participant holding the relevant Options or Performance Rights.

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  • 9.8 Options and Performance Rights may also be liable to forfeiture on the terms and conditions set out in Rule 7 of this Plan.

10. Disposal restrictions on Plan Shares

  • 10.1 The Board may, in its sole and absolute discretion, determine prior to an Offer being made, whether there will be any restrictions on the disposal of, the granting (or purporting to grant) of any Security Interest in or over, or otherwise on dealing with (or purporting to dispose or deal with), Plan Shares held by any Participants.

  • 10.2 Subject to Rule 10.1, Plan Shares, or any beneficial or legal interest in Plan Shares, may not be transferred, encumbered or otherwise disposed of, or have a Security Interest granted over them, by a Participant unless all restrictions on the transfer, encumbrance or disposal of the Plan Shares have been met, the Board has waived any such restrictions, or prior consent of the Board is obtained which consent may impose such terms and conditions on such transfer, encumbrance or disposal as the Board sees fit.

  • 10.3 The Company may do such things and enter into such arrangements with the Company's share registry or otherwise as it considers necessary to enforce the transfer restrictions set out in Rule 10.2, including but not limited to imposing a holding lock on the Plan Shares or using an employee share trust to hold the Plan Shares during the relevant restriction period. Participants will be bound by any action by the Company under this Rule 10.3.

  • 10.4 For the avoidance of doubt, the imposition of a restriction on the Plan Shares held by a Participant pursuant to Rule 10.1 will not affect the Participant's entitlement to receive a notice of, or to vote or attend at, a meeting of the members of the Company or Shareholders, and to receive any dividends declared by the Company during the relevant restriction period.

  • 10.5 At all times Participants must comply with the Securities Trading Policy.

11. Buy-Back

  • 11.1 Subject to compliance with applicable securities laws, the Company may Buy-Back Options, Performance Rights or Plan Shares for an amount agreed with the Participant at any time.

  • 11.2 Each Participant will do all acts, matters and things which are necessary or desirable to give effect to any Buy-Back of his or her Options, Performance Rights or Plan Shares.

12. Maximum number of Awards

  • 12.1 The Board must not make an Offer unless the Directors have reasonable grounds to believe that the number of Plan Shares that have been or may be issued in any of the circumstances covered by the following paragraphs will not exceed 5% of the total number of underlying Shares on issue:

  • (a) Plan Shares that may be issued under the relevant Offer;

  • (b) Plan Shares issued or that may be issued as a result of offers made at any time during the previous three year period under:

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  • (i) an employee incentive share scheme covered by ASIC Class Order [CO 14/1000]; or

  • (ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

( Plan Limits ).

  • 12.2 Where an Option or Performance Right lapses without being exercised or converted, the Shares which would have otherwise been received on the exercise of the Option or conversion of the Performance Right are ignored when calculating the Plan Limits.

  • 12.3 For the purposes of Rule 12.1, any Shares, Options and Performance Rights issued without ASIC relief are not included in the calculation of the Plan Limits, and consequently any Shares offered in the following circumstances may be disregarded:

  • (a) an offer made to a person situated outside Australia at the time of receipt of the Offer;

  • (b) an offer that did not need disclosure to investors because of section 708 or section 1012D of the Corporations Act; or

  • (c) an offer made pursuant to a disclosure document (as defined in the Corporations Act).

13. Taxation

Neither the Company nor its directors, officers, employees, representatives or agents take any responsibility or assume any liability for the taxation liabilities of Participants that arise in respect of the issue or exercise of Options and Performance Rights.

14. Listing Rules

The terms and conditions of the Plan must at all times comply with the Listing Rules. If there is any inconsistency between the terms and conditions of the Plan and the Listing Rules then the Listing Rules will prevail.

15. Administration of the Plan

  • 15.1 Board powers

The Plan will be administered by the Board which shall have the power and absolute discretion to:

  • (a) determine the appropriate procedures from time to time for the administration of the Plan, including the form of acceptance and other forms and notices to be issued under the Plan, subject to the Rules;

  • (b) subject to Rules 14, 15.2 and 16, amend, modify or waive any or all of the Rules (including this Rule), or any restriction or other condition relating to any Options or Performance Rights allocated under the Plan;

  • (c) resolve conclusively all questions of fact or interpretation concerning the Plan and the applicable Rules and any dispute of any kind that arises under the Plan, including as to the interpretation or application of the Plan or any

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restrictions or other conditions relating to any Options or Performance Rights allocated under the Plan, and the decision of the Board is final and binding on the Company and the Participants;

  • (d) make any payment or settlement of an amount to a Participant in consideration for any cancellation of Options or Performance Rights as may be agreed with a Participant;

  • (e) delegate to any one or more persons for such period and on such conditions as the Board may determine the exercise of any of the Board’s powers or discretions under the Plan; and

  • (f) waive any breach of a provision of the Plan.

15.2 Limitation on amendments

Subject to the applicable Rules, without the consent of the Participant, no amendment may be made to any restriction or other condition relating to any Options or Performance Rights allocated under the Plan, which reduces the rights of a Participant to those Options or Performance Rights, other than an amendment made primarily to:

  • (a) comply with present or future applicable laws including without limitation any State or Commonwealth legislation;

  • (b) correct any manifest error; or

  • (c) take into consideration possible adverse tax implications in respect of the Plan arising from, among other things:

  • (i) adverse rulings from the Commissioner of Taxation or its equivalent in any other relevant jurisdiction;

  • (ii) changes to Australian tax legislation or equivalent legislation in any other relevant jurisdiction; or

  • (iii) changes in the interpretation of Australian tax legislation or equivalent legislation in any other relevant jurisdiction by a court or tribunal of competent jurisdiction.

15.3 Board's discretion

The Board has absolute and unfettered discretion:

  • (a) to act or refrain from acting under the applicable Rules or concerning the Plan or any Options or Performance Rights allocated under the Plan; and

  • (b) in exercising any power or discretion concerning the Plan or any Options or Performance Rights allocated under the Plan,

except that while the Company is listed on the official list of the ASX, the Board may only exercise its powers in accordance with the Listing Rules of the ASX.

15.4 Indemnification

The Company must indemnify, and keep indemnified, to the full extent permitted by law, each person who is or has been a director or alternate director of the Company

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against al proceedings, actions, claims, demands, losses, liabilities, damages, costs and expenses which may be made, brought against, suffered or incurred by the person arising directly or indirectly out of or in connection with the operation of the Plan.

16. Termination, suspension and amendment of the Plan

Subject to any applicable Listing Rules or laws, the Plan will take effect when the Board decides and may be suspended, terminated or amended at any time by resolution of the Board.

17. Costs, charges and duties

The Company:

  • (a) is not responsible for any costs, charges or duties which are or may become payable on the transfer, allotment and issue of Options or Performance Rights under the Plan or any other dealing with the Options or Performance Rights; and

  • (b) may make any withholding or payment which it is required by law to make in connection with the Plan or the Options or Performance Rights.

18. Taxes

  • 18.1 Upon the exercise of an Option or Performance Right, the Participant shall make arrangements satisfactory to the Company regarding payment of any federal, state, provincial, local or other taxes of any kind required by law to be paid in connection with the exercise of the Option or Performance Right. In order to satisfy any obligation to remit an amount to a taxation authority on account of such taxes in respect of the exercise, transfer or other disposition of an Option or Performance Right (the Withholding Tax Amount ), the Company shall have the right, at its discretion, to:

  • (a) retain and withhold amounts from any amount or amounts owing to the Participant, whether under this Plan or otherwise;

  • (b) require the Participant to pay to the Company the Withholding Tax Amount as a condition of exercise of the Option or Performance Right by a Holder, where the payment received by the Company shall be held on behalf of the Participant, and remitted to the appropriate taxing authority by the Company on behalf of the Participant; and/or

  • (c) withhold from the Shares otherwise deliverable to the Participant on exercise of the Option or Performance Right such number of Shares as have a market value not less than the Withholding Tax Amount and cause such withheld Shares to be sold on the Participant's behalf to fund the Withholding Tax Amount, where:

    • (i) the Company will not be responsible for obtaining any particular price for the Shares;

    • (ii) the proceeds of any Shares sold shall be held by the Company on behalf of the Participant, and remitted to the appropriate taxing authority by the Company on behalf of the Participant; and

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  • (iii) any proceeds from such sale in excess of the Withholding Tax Amount shall be promptly paid over to the Holder.

  • 18.2 Notwithstanding Rule 18.1, nothing shall preclude the Company and the Participant from agreeing to use a combination of the methods described in this Rule 18 or some other method to fund the Withholding Tax Amount.

19. Rights of Participants

Nothing in these Rules or participation in the Plan:

  • (a) confers upon an Eligible Participant a right to an Offer;

  • (b) confers on an Eligible Participant or a Participant the right to continue as an employee or officer of any Group Company (as the case may be) or participate in the Plan;

  • (c) affects the rights of any Group Company to terminate the employment, engagement or office of an Eligible Participant or a Participant (as the case may be);

  • (d) affects the rights and obligations of any Eligible Participant or Participant under the terms of their employment, engagement or office with any Group Company;

  • (e) confers any legal or equitable right on an Eligible Participant or a Participant whatsoever to take action against any Group Company in respect of their employment, engagement or office;

  • (f) confers on an Eligible Participant or a Participant any rights to compensation or damages in consequence of the termination of their employment, engagement or office by any Group Company for any reason whatsoever including ceasing to have rights under the Plan as a result of such termination; or

  • (g) confers any responsibility or liability on any Group Company or its directors, officers, employees, representatives or agents in respect of any taxation liabilities of the Eligible Participant or Participant.

20. ASIC relief

Notwithstanding any other provisions of the Plan, every covenant or other provision set out in an exemption or modification granted from time to time by ASIC in respect of the Plan or which applies to the Plan pursuant to its power to exempt and modify the Corporations Act and required to be included in the Plan in order for that exemption or modification to have full effect, is deemed to be contained in the Plan. To the extent that any covenant or other provision deemed by this clause 20 to be contained in the Plan is inconsistent with any other provision in the Plan, the deemed covenant or other provision will prevail.

21. Notices

  • 21.1 A notice or other communication under or concerning the Plan is validly given:

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  • (a) by the Company to a Participant, if delivered personally to the addressee or sent by prepaid post to his or her last known residential address, or sent to him or her by facsimile or email at his or her place of work or posted on an electronic noticeboard maintained by the Company and accessible by the Participant; and

  • (b) by a Participant to the Company if delivered or sent by prepaid post addressed to, as appropriate, the company secretary of the Company at the Company's registered office (or any other address the Board specifies).

  • 21.2 A notice or other communication sent by post will be treated as received 48 hours after it was posted.

22. Miscellaneous

  • 22.1 No broker’s fees or commissions are payable by an Eligible Participant for the grant of Options or Performance Rights pursuant to this Plan.

  • 22.2 Participants granted Options or Performance Rights under this Plan are bound by these Rules and the Constitution.

  • 22.3 No Participant or Holder has or is to be regarded for any purpose as having any interest in Shares the subject of an Option or Performance Right until that Option is exercised or Performance Right is vested and the Share is allotted.

  • 22.4 The Company will establish and maintain a register of Participants.

  • 22.5 Neither the adoption of the Plan by the Board nor any provisions of these Rules will be construed as creating any limitation on the power of the Board to adopt such additional remuneration arrangements as it may deem desirable, including without limitation, the granting of Options and bonuses otherwise than under the Plan, and any such arrangements may be either generally applicable or applicable only in specific cases.

  • 22.6 All Options and Performance Rights lapse on liquidation of the Company.

23. Governing law

The Plan and these Rules are governed by the laws of Western Australia and the Commonwealth of Australia.

24. Severance

If any provision in the Rules is void, voidable by any party or illegal, it shall be read down so as to be valid and enforceable or, if it cannot be so read down, the provision (or where possible, the offending words) shall be severed from the Rules without thereby affecting the validity, legality or enforceability of the remaining provisions (or parts of those provisions) of the Rules which shall continue in full force and effect.

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Schedule 1 – Options

1. Offer of Options

  • 1.1 The Company may from time to time make Offers in writing to Eligible Participants inviting them to accept an offer of Options under the Plan.

  • 1.2 No Offer may be made if to do so would contravene the Constitution, the Corporations Act, the Listing Rules or any other applicable law.

  • 1.3 Each Offer must be in writing and must:

  • (a) specify the name of the Eligible Participant to whom the Offer is made;

  • (b) specify the total number of Options (and the number of Shares to which the Options relate) being offered;

  • (c) specify such terms and conditions of the issue of the Options the subject of the Offer, as determined by the Board, including:

    • (i) the Expiry Date;

    • (ii) the Exercise Price;

    • (iii) the Exercise Conditions (if any); and

    • (iv) the Restricted Period (if any);

  • (d) specify the time and date by which the Offer must be accepted;

  • (e) specify any other matters required to be specified in the Offer by the Corporations Act, the Listing Rules and/or applicable instruments issued by ASIC; and

  • (f) have attached an Acceptance Form and a copy of these Rules.

If the Company is admitted to the official list of ASX, the Offer must include an undertaking by the Company to provide to a Participant, within a reasonable period of being so requested, the current market price (as defined in the Listing Rules) of the Shares.

Options must be offered under the Plan for no more than Nominal Consideration.

2. Acceptance of Offer of Options

  • 2.1 Upon receipt of an Offer of Options, an Eligible Participant may, within the period specified in the Offer:

  • (a) accept the whole or any lesser number of Options offered by submitting an Acceptance Form; or

  • (b) subject to paragraph 2.2, nominate a nominee in whose favour the Eligible Participant wishes to renounce the Offer.

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  • 2.2 A nominee nominated pursuant to paragraph 2.1(b) must be covered by one of the following paragraphs:

  • (a) an immediate family member of the Eligible Participant;

  • (b) a company whose members comprise no persons other than the Eligible Participant or immediate family members of the Eligible Participant;

  • (c) a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth)) where the Eligible Participant is a director of the trustee.

  • 2.3 Upon:

  • (a) receipt of the completed Acceptance Form; or

  • (b) the Board resolving to allow the renunciation to a nominee for the Eligible Participant and the nominee accepting the whole or any lesser amount of Options offered by notice in writing to the Board,

then the Eligible Participant, or the nominee, as the case may be, will be taken to have agreed to be bound by:

  • (c) these Rules;

  • (d) the terms of the Offer; and

  • (e) the Constitution in respect of any Shares acquired on the exercise of Options.

3.

Grant of Options

  • 3.1 Upon acceptance of a duly signed and completed Acceptance Form, the Company may grant the Options applied for to the applicant (such person then being known as the Holder ) on the terms determined by the Board under paragraph 1 of this Schedule.

  • 3.2 The Company will issue a certificate or holding statement to each Holder in respect of Options granted to them.

  • 3.3 The Offer will lapse if not accepted within the time required under the terms of the Offer.

4.

Terms of Options

  • 4.1 The terms of Options granted under the Plan shall be as determined by the Board from time to time in accordance with this paragraph 4. The Options will be subject to the terms and conditions of the Plan and in the event of any inconsistency between the terms in this Schedule and the provisions in the Plan, the Plan will prevail to the extent of the inconsistency.

  • 4.2 The Exercise Price of an Option shall be the price determined by the Board in its absolute discretion prior to or on grant of the Options.

  • 4.3 Subject to Rule 7, the Exercise Period of an Option shall be the period determined by the Board in its absolute discretion prior to or on grant of the Option. If no period is determined by the Board then the Exercise Period shall be the period from the date of grant of the Option to the Expiry Date.

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  • 4.4 The Board may in its absolute discretion impose Exercise Conditions in respect of an Option on such terms as the Board considers appropriate. If Option is subject to Exercise Conditions then the Option may only vest if the Exercise Conditions relating to it have been satisfied or waived by the Board in its absolute discretion. The Board shall notify the Holder of the satisfaction or waiver of any Exercise Conditions applicable to the Options held by the Holder.

  • 4.5 Unless otherwise determined by the Board when it resolves to grant the Option, each Option is granted on the terms set out in this paragraph 4.5 set out in this Schedule and the Rules generally:

Exercise of Options

  • (a) Each Option entitles the Holder to subscribe for one Share on exercise of the Option.

  • (b) Subject to paragraph (e), a Holder may not exercise Options before expiry of the Restricted Period.

  • (c) Subject to paragraph (e), a Holder may only exercise Options during the Exercise Period (and then only after any Exercise Conditions have been satisfied or waived by the Company).

  • (d) On expiry of the Exercise Period an Option not exercised shall automatically lapse.

  • (e) Notwithstanding paragraph (c), Options may be exercised:

  • (i) during or, in the Board’s absolute discretion, immediately prior to a Takeover Period;

  • (ii) at any time after a Change of Control Event has occurred;

  • (iii) at any time after the announcement of a proposed capital reconstruction referred to in paragraph 4.5(m);

  • (iv) in the Board's absolute discretion, following the occurrence and announcement by the Company of an event that in the opinion of the Board is likely to lead to the Company being removed from the official list of ASX; or

  • (v) in the Board's absolute discretion, within 12 months, in the event of the death or Permanent Disablement of a Participant, in respect of Options held by or on behalf of that Participant.

  • (f) If, in the reasonable opinion of the Board, an Eligible Participant acts fraudulently or dishonestly in any material respect or is in material breach of his or her obligations to any Group Company, then, notwithstanding any other provision in these Rules, the Board may deem any unexercised Options held by or on behalf of the Participant to have lapsed.

Notice of exercise

  • (g) Options may only be exercised by notice in writing to the Company which is signed by the Holder and delivered to the registered office of the Company. The notice must specify the number of Options being exercised (which must

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be no less than 500 and then in multiples of 100) and must be accompanied by:

  • (i) the Exercise Price for the number of Options specified in the notice; and

  • (ii) the certificate or holding statement for those Options, for cancellation by the Company.

The notice only becomes effective when the Company has received the full amount of the Exercise Price for the number of Options specified in the notice in cleared funds.

Issue of certificates

  • (h) Subject to paragraphs 4.5(e) above, within 10 Business Days of the notice referred to in paragraph 4.5(g) above becoming effective, the Board must:

  • (i) acquire or allot and issue the number of Shares specified in the notice to the Holder;

  • (ii) cancel the certificate or holding statement for the Options being exercised; and

  • (iii) if applicable, issue a new certificate or holding statement for any remaining unexercised Options covered by the certificate or holding statement accompanying the notice.

Allotment of Shares

  • (i) All Shares allotted upon the exercise of Options will be credited as fully paid and will be of the same class and rank equally in all respects with other Shares, and, in particular, entitle their holders to participate fully in:

  • (i) dividends declared by the Company after the date of allotment; and

  • (ii) all issues of securities offered to holders of Shares where entitlements to participate in those issues are determined by reference to a record date after the date of allotment of Shares allotted upon the exercise of Options.

Quotation on ASX

  • (j) If existing Shares are officially quoted by ASX, the Company must apply for official quotation by ASX of all Shares allotted pursuant to the exercise of Options not later than 10 Business Days after the date of allotment.

  • (k) The Company will not apply to have the Options granted under the Plan quoted on ASX or any other stock exchange.

New issues

  • (l) Holders will only be permitted to participate in a pro rata issue of Shares to Shareholders on the prior exercise of Options. The Company must notify the Holder of the proposed issue at least 7 Business Days before the record date to determine entitlements to the pro rata issue.

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Bonus issues

  • (m) If from time to time prior to the expiry of any Options the Company makes an issue of any class of Shares to Shareholders on a pro rata basis by way of capitalisation of profits or reserves (other than an issue in lieu of dividends) (a Bonus Issue ) then upon exercise of a Option, each Holder is entitled to have issued (in addition to the Shares which would otherwise be issued upon such exercise) the number of Shares of the class which would have been issued to the Holder under the Bonus Issue ( Bonus Shares ) if on the date on which entitlements to participate in the Bonus Issue were calculated the Holder had been registered as the holder of the number of Shares of which the Holder would have been registered as holder if immediately prior to that date the Option had been exercised and the Shares the subject of such exercise had been duly allotted and issued. 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 relation to the Bonus Issue and upon issue rank equally in all respects with the other Shares of that class on issue at the date of issue of the Bonus Shares.

Reorganisation of capital

  • (n) In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Options to which each Holder is entitled or the Exercise Price (if any) or both will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Options which are not conferred on Shareholders.

  • (o) The Company must give notice to each Holder of any adjustment to the number of Shares for which the Holder is entitled to subscribe for or to the Exercise Price (if any) pursuant to the provisions of paragraph 4.5(m).

  • (p) An Offer may specify a restriction period for Shares issued on the exercise of Options.

Restrictions

  • (q) A Holder must not sell, transfer, mortgage, pledge, charge, grant security over or otherwise dispose ( Dispose ) of any Options, or agree to do any of those things without the prior consent of the Board or where such Disposal occurs by force of law.

5.

Conditions of exercise of Options

Options may not be exercised during the Restricted Period.

6. Cancellation of Options

Notwithstanding any other provisions of these Rules, and subject to the Listing Rules, if the Board determines that some or all of the Options granted to a Participant should be cancelled on a specified date or on the occurrence of a particular event, then the Board may cancel those Options on the relevant date or on the occurrence of the particular event (as the case may be) for no consideration.

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Schedule 2 – Performance Rights

1. Offer of Performance Rights

  • 1.1 The Company may from time to time make Offers in writing to Eligible Participants inviting them to accept an offer of Performance Rights under the Plan.

  • 1.2 No Offer may be made if to do so would contravene the Constitution, the Corporations Act, the Listing Rules or any other applicable law.

  • 1.3 Each Offer must be in writing and must:

  • (a) specify the name of the Eligible Participant to whom the Offer is made;

  • (b) specify the total number of Performance Rights (and the number of Shares to which the Performance Rights relate) being offered;

  • (c) specify such terms and conditions of the issue of the Performance Rights the subject of the Offer, as determined by the Board, including:

    • (i) the Performance Hurdles (if any);

    • (ii) the Vesting Dates; and

    • (iii) the Vesting Conditions (if any);

  • (d) specify the time and date by which the Offer must be accepted;

  • (e) specify any other matters required to be specified in the Offer by the Corporations Act, the Listing Rules and/or applicable instruments issued by ASIC; and

  • (f) have attached an Acceptance Form and a copy of these Rules.

  • 1.4 If the Company is admitted to the official list of ASX, the Offer must include an undertaking by the Company to provide to the Participant, within a reasonable period of being so requested, the current market price (as defined in the Listing Rules) of Shares.

  • 1.5 Performance Rights must be offered under the Plan for no more than Nominal Consideration.

2. Acceptance of Offer of Performance Rights

  • 2.1 Upon receipt of an Offer of Performance Rights, an Eligible Participant may, within the period specified in the Offer:

  • (a) accept the whole or any lesser number of Performance Rights offered by submitting an Acceptance Form; or

  • (b) subject to paragraph 2.2, nominate a nominee in whose favour the Eligible Participant wishes to renounce the Offer.

  • 2.2 A nominee nominated pursuant to paragraph 2.1(b) must be covered by one of the following paragraphs:

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  • (a) an immediate family member of the Eligible Participant;

  • (b) a company whose members comprise no persons other than the Eligible Participant or immediate family members of the Eligible Participant;

  • (c) a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth)) where the Eligible Participant is a director of the trustee.

  • (d)

  • 2.3 Upon:

  • (a) receipt of the completed Acceptance Form; or

  • (b) the Board resolving to allow the renunciation to a nominee for the Eligible Participant and the nominee accepting the whole or any lesser amount of Performance Rights offered by notice in writing to the Board,

then the Eligible Participant, or the nominee, as the case may be, will be taken to have agreed to be bound by:

  • (c) these Rules;

  • (d) the terms of the Offer; and

  • (e) the Constitution in respect of any Shares acquired on the exercise of Performance Rights.

3.

Grant of Performance Rights

  • 3.1 Upon acceptance of a duly signed and completed Acceptance Form, the Company may grant the Performance Rights applied for to the applicant (such person then being known as the Holder ) on the terms determined by the Board under paragraph 1 of this Schedule.

  • 3.2 The Company will issue a certificate or holding statement to each Holder in respect of Performance Rights granted to them.

  • 3.3 The Offer will lapse if not accepted within the time required under the terms of the Offer.

4.

Terms of Performance Rights

  • 4.1 The terms of Performance Rights granted under the Plan shall be as determined by the Board from time to time in accordance with this paragraph 4. The Performance Rights will be subject to the terms and conditions of the Plan and in the event of any inconsistency between the terms in this Schedule and the provisions in the Plan, the Plan will prevail to the extent of the inconsistency.

  • 4.2

  • Subject to Rule 7, a Performance Right will be exercised on the Vesting Date.

  • 4.3 The Board may in its absolute discretion impose Vesting Conditions in respect of a Performance Right on such terms as the Board considers appropriate. If a Performance Right is subject to Vesting Conditions then the Performance Right may only vest if the Vesting Conditions relating to it have been satisfied or waived by the Board in its absolute discretion. The Board shall notify the Holder of the satisfaction

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or waiver of any Vesting Conditions applicable to the Performance Rights held by the Holder.

  • 4.4 Unless otherwise determined by the Board when it resolves to grant the Performance Right and subject to any Vesting Conditions applicable to the Performance Right, each Performance Right is granted on the terms set out in this paragraph 4.4 and the Rules and this Schedule generally.

Vesting of Performance Rights

  • (a) Each Performance Right entitles the Holder to subscribe for one Share on the vesting of the Performance Right.

  • (b) Subject to paragraph (d), Performance Rights will automatically vest on satisfaction of the Vesting Conditions.

  • (c) A Performance Right not vested by the Expiry Date shall automatically lapse.

  • (d) The Board may, in its absolute discretion, determine that Performance Rights may vest:

  • (i) during or, in the Board’s absolute discretion, immediately prior to a Takeover Period;

  • (ii) at any time after a Change of Control Event has occurred;

  • (iii) at any time after the announcement of a proposed capital reconstruction referred to in paragraph (m);

  • (iv) following the occurrence and announcement by the Company of an event that in the opinion of the Board is likely to lead to the Company being removed from the official list of ASX;

  • (v) within 12 months, in the event of the death or Permanent Disablement of a Participant, in respect of Performance Rights held by or on behalf of that Participant;

  • (vi) within 12 months, in the event of the cessation of a Participant’s employment with a Group Company as a result of the Participant’s position becoming redundant; or

  • (vii) if at the time of cessation of the Participant’s employment some or all of the Vesting Conditions have been or will be substantially satisfied.

  • (e) If Performance Rights have vested they will be converted to Shares as soon as practicable thereafter.

  • (f) If, in the reasonable opinion of the Board, an Eligible Participant acts fraudulently or dishonestly in any material respect or is in material breach of his or her obligations to any Group Company, then, notwithstanding any other provision in these Rules, the Board may deem any unexercised Options held by or on behalf of the Participant to have lapsed.

Issue of certificates

  • (g) Subject to paragraphs (b) above, within 10 Business Days of Performance Rights having vested, the Company must:

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  • (i) acquire or allot and issue the number of Shares specified in the notice to the Holder;

  • (ii) cancel the certificate or holding statement for the Performance Rights vested; and

  • (iii) if applicable, issue a new certificate or holding statement for any remaining un-vested Performance Rights covered by the certificate or holding statement accompanying the notice.

Entitlements of Shares on vesting of Performance Rights

  • (h) All Shares issued upon the vesting of Performance Rights will be credited as fully paid and will be of the same class and rank equally in all respects with other Shares, and, in particular, entitle their holders to participate fully in:

  • (i) dividends declared by the Company after the date of allotment; and

  • (ii) all issues of securities offered to holders of Shares where entitlements to participate in those issues are determined by reference to a record date after the date of allotment of Shares allotted upon the vesting of Performance Rights.

Quotation on ASX

  • (i) If existing Shares are officially quoted by ASX, the Company must apply for official quotation by ASX of all Shares allotted pursuant to the vesting of Performance Rights not later than 10 Business Days after the date of allotment.

  • (j) The Company will not apply to have the Performance Rights granted under the Plan quoted on ASX or any other stock exchange.

New issues

  • (k) Holders will only be permitted to participate in a pro rata issue of Shares to Shareholders on the prior vesting of Performance Rights. The Company must notify the Holder of the proposed issue at least 7 Business Days before the record date to determine entitlements to the pro rata issue.

Bonus issues

  • (l) If from time to time prior to the expiry of any Performance Rights the Company makes an issue of any class of Shares to Shareholders on a pro rata basis by way of capitalisation of profits or reserves (other than an issue in lieu of dividends) (a Bonus Issue ) then upon the vesting of a Performance Right, each Holder is entitled to have issued (in addition to the Shares which would otherwise be issued upon such vesting) the number of Shares of the class which would have been issued to the Holder under the Bonus Issue ( Bonus Shares ) if on the date on which entitlements to participate in the Bonus Issue were calculated the Holder had been registered as the holder of the number of Shares of which the Holder would have been registered as holder if immediately prior to that date the Performance Right had vested and the Shares the subject of such vesting had been duly allotted and issued. 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 relation to the Bonus

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Issue and upon issue rank equally in all respects with the other Shares of that class on issue at the date of issue of the Bonus Shares.

Reorganisation of capital

  • (m) In the event of a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Performance Rights to which each Holder is entitled will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Performance Rights which are not conferred on Shareholders.

  • (n) The Company must give notice to each Holder of any adjustment to the number of Shares for which the Holder is entitled to pursuant to the provisions of paragraph (m).

Restrictions

  • (o) A Holder must not sell, transfer, mortgage, pledge, charge, grant security over or otherwise dispose ( Dispose ) of any Performance Rights, or agree to do any of those things without the prior consent of the Board or where such Disposal occurs by force of law.

5. Cancellation of Performance Rights

Notwithstanding any other provisions of these Rules, if the Board determines that some or all of the Performance Rights granted to a Participant should be cancelled on a specified date or on the occurrence of a particular event, then the Board may cancel those Performance Rights on the relevant date or on the occurrence of the particular event (as the case may be) for no consideration.

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Annexure A – Offer of Options

[ COMPANY LETTERHEAD ]

[ date ]

[ Applicant's details ]

Dear [ name ]

Incentive Plan – Offer of Options

I am pleased to confirm the offer to you of [ insert number of Options ] Options to subscribe for fully paid ordinary shares in Great Boulder Resources Limited ( Company ) on the following terms and conditions:

conditions:
Exercise Price: [price]
Exercise Period (if applicable): [period]
Restricted Period (if applicable) [period]
Expiry Date: [date]

Each Option entitles you (being an Eligible Participant under the rules ( Incentive Plan Rules ) of Company’s Incentive Plan ( Incentive Plan )) to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) on the terms of the Options and pursuant to the Incentive Plan Rules.

The Options are granted pursuant to the terms of the Incentive Plan.

The Company confirms that no subscription monies are required in respect of the grant of the Options.

Investment risks

On the exercise of an Option, you will acquire one Share. The Company is a limited liability company which means that holders of Shares ( Shareholders ) are not required to contribute any more capital for their Shares once those Shares have been fully paid for, even in the event of losses by the Company.

However, it is possible that, if there are losses or profits fall, Shareholders may not receive dividends or dividends may be reduced and the value of their Shares may fall.

The price of Shares as quoted on the Australian Securities Exchange is volatile and moves up and down with market sentiment as well as with factors which are specific to the Company. The amount which you may receive on the sale of Shares may be higher or lower than their present market price.

At any one point in time, the factors that may impact the price of Shares include the Company’s profitability, expected future profits, dividend policy, balance sheet and marketing success, and external factors including:

  • movements in the general level of share prices on local and international share markets

  • developments in the resources industry and other industries generally;

  • the economic outlook in Australia and internationally;

  • changes in government fiscal, monetary and regulatory policies;

  • turnover and volatility of financial markets in Australia and overseas;

  • changes in interest rates, inflation rates, exchange rates and commodity prices; and

  • acts of terrorism, the occurrence of hostilities or natural disasters.

Independent advice

Any advice given by the Company in relation to Options or Performance Rights offered under the Incentive Plan does not take into account any Eligible Participant’s objectives, financial situation and needs. As an Eligible Participant, you should consider obtaining your own financial product advice

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from a person who is licenced by the Australian Securities and Investments Commission to give such advice.

Market price of Shares

The market price of Shares in Australian dollars is available on the website of the ASX under the company code “NTI”.

Acceptance of Offer

If you would like to accept this Offer of Options, please return the completed Acceptance Form for the Options to me at your earliest convenience and by no later than [ date ] so that we may make the necessary arrangements with the share registry for the allotment of the Options.

Yours faithfully

[ name ] [ title ] Great Boulder Resources Limited

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Annexure B – Acceptance of Offer of Options

GREAT BOULDER RESOURCES LIMITED

ACN 611 695 955

OPTIONS ACCEPTANCE FORM – INCENTIVE PLAN

TO: Great Boulder Resources Limited Level 1, 768 Canning Highway Applecross WA 6953

I,

of

…………………………………………………………………………………………. (full name)

HEREBY ACCEPT THE OFFER FOR ………………..Options in Great Boulder Resources Limited ( Company ) pursuant to the rules ( Incentive Plan Rules ) of the Company’s Incentive Plan ( Incentive Plan ) on the following terms and conditions:

Plan) on the following terms and conditions:
Exercise Price: [price]
Exercise Conditions (if applicable) [conditions]
Exercise Period (if applicable): [period]
Restricted Period (if applicable) [period]
Expiry Date: [date]

Each of the Options entitles the Applicant (being an Eligible Participant under the Incentive Plan) to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) on the terms of the Options and pursuant to the Incentive Plan Rules. No subscription monies are required in respect of the grant of an Option.

I confirm that, upon exercise of the Options, I agree to be bound by the constitution of the Company and acknowledge that the Company is subject to the ASX Listing Rules (and the discretionary powers of ASX).

Signature: ………………………………………

Date: ………………………………………

Please sign and return the completed Acceptance Form to the Company Secretary of Great Boulder Resources Limited as soon as possible (but in any event, before the closing time and date specified in the Offer).

To be completed by the Applicant

Applicant Full Name (if a company, include ACN) Applicant Address Applicant Contact Name Applicant Contact Telephone Number

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Annexure C – Option Certificate

GREAT BOULDER RESOURCES LIMITED ACN 611 695 955

OPTION CERTIFICATE

REGISTERED OFFICE: Great Boulder Resources Limited Level 1, 768 Canning Highway Applecross WA 6953

CERTIFICATE NUMBER: [ insert certificate number ]

Issued under the authority of the Board of Directors of Great Boulder Resources Limited.

THIS IS TO CERTIFY THAT:

The holder named below is the registered holder of the following Options exercisable over fully paid ordinary shares in Great Boulder Resources Limited ( Company ). The terms of the Options are as contained in the Company’s Incentive Plan Rules.

[ insert name of Option holder ]

[ insert address of Option holder ]

[ insert number ] Options

Dated this [ insert ] day of [ insert month ] [ insert year ]

Executed by Great Boulder Resources ) Limited ACN 611 695 955 in accordance ) with section 127 of the Corporations Act: ) )

Signature of director Signature of secretary / director Print name of director Print name of secretary / director

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Annexure D – Notice of exercise of Options

GREAT BOULDER RESOURCES LIMITED

ACN 611 695 955

NOTICE OF EXERCISE OF OPTIONS

TO: Great Boulder Resources Limited Level 1, 768 Canning Highway Applecross WA 6953

I/we, …………………………………………………………………………………… (full name) of …………………………………………………………………………………… (address)

being the registered holder(s) of Options hereby exercise ………………… Options to subscribe for fully paid ordinary shares in the capital of Great Boulder Resources Limited.

I/we enclose application monies of $ ………………

I/we authorise you to register me/us as the holder of the shares to be allotted and I/we agree to accept such shares and be bound by the constitution of Great Boulder Resources Limited.

Payment can be made by:

  • Cheque (made payable to Great Boulder Resources Limited) and attached to this Notice of Exercise of Options; or

  • Direct deposit to Great Boulder Resources Limited

Bank: BSB: Account no.:

Dated this ………………………day of …………………………….20…..

Individual / Sole Director and Sole Director Director / Company Secretary Company Secretary

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Annexure E – Offer of Performance Rights

[ COMPANY LETTERHEAD ]

[ date ]

[Applicant's details]

Dear [ name ]

Incentive Plan – Offer of Performance Rights

I am pleased to confirm the offer to you of [ insert number of Performance Rights ] Performance Rights to acquire fully paid ordinary shares in Great Boulder Resources Limited ( Company ) pursuant to the rules ( Incentive Plan Rules ) of the Company’s Incentive Plan ( Incentive Plan ) and the terms and conditions of this letter.

Performance Hurdles (if any) [Performance hurdles]
Vesting Date [Date]
Vesting Conditions (if any) [Vesting Conditions]

Each Performance Rights entitles you (being an Eligible Participant under the Incentive Plan Rules) to acquire one fully paid ordinary share in the capital of the Company ( Share ) on the terms of the Performance Rights and pursuant to the Incentive Plan Rules.

No subscription monies are required in respect of the grant of the Performance Rights.

Investment risks

On the vesting of a Performance Right, you will acquire one Share. The Company is a limited liability company which means that holders of Shares ( Shareholders ) are not required to contribute any more capital for their Shares once those Shares have been fully paid for, even in the event of losses by the Company.

However, it is possible that, if there are losses or profits fall, Shareholders may not receive dividends or dividends may be reduced and the value of their Shares may fall.

The price of Shares as quoted on the Australian Securities Exchange is volatile and moves up and down with market sentiment as well as with factors which are specific to the Company. The amount which you may receive on the sale of Shares may be higher or lower than their present market price.

At any one point in time, the factors that may impact the price of Shares include the Company’s profitability, expected future profits, dividend policy, balance sheet and marketing success, and external factors including:

  • movements in the general level of share prices on local and international share markets

  • developments in the resources industry and other industries generally;

  • the economic outlook in Australia and internationally;

  • changes in government fiscal, monetary and regulatory policies;

  • turnover and volatility of financial markets in Australia and overseas;

  • changes in interest rates, inflation rates, exchange rates and commodity prices; and

  • acts of terrorism, the occurrence of hostilities or natural disasters.

Independent advice

Any advice given by the Company in relation to Options or Performance Rights offered under the Incentive Plan does not take into account any Eligible Participant’s objectives, financial situation and needs. As an Eligible Participant, you should consider obtaining your own financial product advice

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Incentive Plan Rules

from a person who is licenced by the Australian Securities and Investments Commission to give such advice.

Market price of Shares

The market price of Shares in Australian dollars is available on the website of the ASX under the company code “NTI”.

Acceptance of Offer

If you would like to accept this Offer of Performance Rights, please return the completed Acceptance Form for the Performance Rights to me at your earliest convenience and by no later than [ date ] so that we may make the necessary arrangements with the share registry for the allotment of the Performance Rights.

Yours faithfully

[ name ] [ title ]

Great Boulder Resources Limited

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Great Boulder Resources Limited

Incentive Plan Rules

Annexure F – Acceptance of Offer of Performance Rights

GREAT BOULDER RESOURCES LIMITED

ACN 611 695 955

PERFORMANCE RIGHTS ACCEPTANCE FORM – INCENTIVE PLAN

TO: Great Boulder Resources Limited Level 1, 768 Canning Highway Applecross WA 6953

I, __________ (full name) of ___________ (address)

HEREBY ACCEPT THE OFFER FOR _____ Performance Rights to acquire fully paid ordinary shares in Great Boulder Resources Limited ( Company ) on the terms and conditions contained in the Company’s letter of offer dated [ date ] and the rules ( Incentive Plan Rules ) of the Company’s Incentive Plan ( Incentive Plan ).

Each of the Performance Rights entitles the Applicant (being an Eligible Participant under the Incentive Plan Rules) to subscribe for one fully paid ordinary share in the capital of the Company on the terms of the Performance Rights and pursuant to the Incentive Plan Rules. No subscription monies are required in respect of the grant of a Performance Right.

I agree to sign any further documents which may be required in connection with the acquisition of the Performance Rights which I have accepted.

I confirm that, upon exercise of the Performance Rights, I agree to be bound by the Constitution of the Company and acknowledge that the Company is subject to the ASX Listing Rules (and the discretionary powers of ASX).

Signature: ………………………………………. Date: ………………………………..

Please sign and return the completed Acceptance Form to the Company Secretary of Great Boulder Resources Limited as soon as possible (but in any event, before the closing time and date specified in the Offer).

To be completed by the Applicant

Applicant Full Name (if a company, include ACN) Applicant Address Applicant Contact Name Applicant Contact Telephone Number

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Annexure G – Performance Rights Certificate

GREAT BOULDER RESOURCES LIMITED

ACN 611 695 955

PERFORMANCE RIGHTS CERTIFICATE

REGISTERED OFFICE: Great Boulder Resources Limited Level 1, 768 Canning Highway Applecross WA 6953

CERTIFICATE NUMBER: [ insert certificate number ]

Issued under the authority of the Board of Directors of Great Boulder Resources Limited.

THIS IS TO CERTIFY THAT:

The holder named below is the registered holder of the following Performance Rights exercisable over fully paid ordinary shares in Great Boulder Resources Limited ( Company ). The terms of the Performance Rights are as contained in the Company’s letter of offer dated [ date ] and the Company’s Incentive Plan Rules.

[ insert name of Performance Right holder ]

[ insert address of Performance Rights holder ]

[ insert number ] Performance Rights

Dated this [ date ] day of [ month ] [ year ]

Executed by Great Boulder Resources ) Limited ACN 611 695 955 in accordance ) with section 127 of the Corporations Act: ) )

Signature of director Signature of secretary / director Print name of director Print name of secretary / director

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