INFINITY MINING LIMITED — Capital/Financing Update 2021

Dec 19, 2021

Employee Share Option Plan

Plan Rules (for Australian employees)

Infinity Mining Limited

Table of contents

1.	Introduction	Introduction	1
	1.1	Purpose	1
	1.2	Commencement	1
	1.1	Operation	1
	1.2	Plan Expenses	1
	1.3	Tax Deferral	1
2.	Definitions and interpretation clauses		2
	2.1	Definitions	2
	2.2	Interpretation	4
	2.3	Business Day	5
3.	Invitation		5
	3.1	Invitation	5
	3.2	Form of Invitation	5
	3.3	Compliance with applicable laws	6
	3.4	Limits	6
	3.5	Lapsing of Invitation	6
4.	Application for Options		7
	4.1	Acceptance	7
	4.2	Whole or part	7
	4.3	Board's right to reject an Application	7
	4.4	Participant	7
	4.5	Certificate	7
5.	Option	terms	7
	5.1	Entitlement	7
	5.2	Restrictions on transfer	8
	5.3	Exercise Conditions	8
	5.4	Exercise	8
	5.5	Deemed satisfaction in event of Takeover	8
	5.6	Notification	8

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	5.7	Form and manner	8
	5.8	Exercise Price	9
6.	Allocation of shares		9
	6.1	Allocation	9
	6.2	Shares rank equally	9
	6.3	Quotation	9
	6.4	Aggregation	9
7.	Reconstructions, new issues, bonus issues and other offers		10
	7.1	Reconstruction	10
	7.2	New Issue of Shares	10
	7.3	Bonus Issue	10
	7.4	Rights Issue	10
	7.5	Other Securities	10
8.	Right to reports and notices		11
9.	Termination of employment		11
10.	Variation of Options		11
	10.1	Adjustments	11
	10.2	Circumstances	11
	10.3	Notice	12
11.	Lapse of Options		12
	11.1	Lapsing	12
	11.2	Option may lapse in the case of fraud or dishonesty	12
12.	Administration of Plan		13
	12.1	Board to administer Plan	13
	12.2	Board powers and discretions	13
	12.3	Delegation of Board powers and discretions	13
	12.4	Documents	13
	12.5	Board decision - final and conclusive	13
	12.6	Suspension of Plan	13
13.	Amendment of the Plan		14

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	13.1 Board may amend	14
	13.2 No reduction of existing rights	14
14.	Termination of the Plan	14
15.	The Corporations Act, Listing Rules and other Laws	14
16.	Miscellaneous provisions	15
	16.1 Rights of Participants	15
	16.2 Notices	15
	16.3 Governing law	16
Summary of Key Offer Terms		18

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Employee Share Option Plan - Plan Rules

This Document contains the rules of the Infinity Mining Limited Employee Share Option Plan.

1. Introduction

1.1 Purpose

The purpose of the Infinity Mining Limited Employee Share Option Plan is to:

• (a) attract, motivate and retain Participants,

• (b) provide an incentive to Participants to drive the companies performance,

• (c) provide market competitive reward mechanisms,

• (d) provide Participants the opportunity to acquire an ownership interest in the Company, and

• (e) further align the financial interests of Participants with those of the company shareholders.

1.2 Commencement

The Plan will commence operation on a date to be determined by the Board.

1.1 Operation

The Plan must be operated in accordance with these Rules which bind each Group Company and each Participant.

1.2 Plan Expenses

The Company must pay all expenses, outgoings, costs and charges incurred in establishing and operating the Plan excluding the costs related to the issue of Shares pursuant to an exercise of Options or any other dealing with the Options and Shares.

1.3 Tax Deferral

Subject to the requirements of the ITAA, Subdivision 83A-C of the ITAA (as amended) applies to the Plan.

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2. Definitions and interpretation clauses

2.1 Definitions

Application Form means a completed and executed application for the issue of Options made by an Eligible Participant in respect of an Invitation, in the form approved by the Board.

ASIC means the Australian Securities and Investments Commission. Associate of an Eligible Participant, means an associate for the purposes of section 83A-305 of the Income Tax Assessment Act 1997 (Cth).

ASX means ASX Limited. Board means the Directors present at a meeting, duly convened as a meeting of Directors, at which a quorum is present or any committee established by the board of Directors from time to time to administer the Plan.

Business Day means a day on which banks are open for business in Brisbane, Queensland excluding a Saturday, Sunday or public holiday in that city. Cashless has the meaning ascribed to it in clause 5.8 Exercise Company means Infinity Mining Limited ACN 616 032 298. Commencement means the date to be determined by the Board that the Plan will Date commence operation. Corporations Act means the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth) as amended from time to time. Director means a director of the Company and (where appropriate) includes any alternate director.

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Eligible Employee	means any employee, consultant or contractor of the Company
	or a Group Company as determined by the Board.
Eligible	means any Eligible Employee or Director, or their Associate, that
Participant	is determined by the Board and (if applicable) approved by the
	holders of the Company’s ordinary securities in the case of a
	Director or their Associates, to receive an Invitation under the
	Plan.
Exercise	means any criteria determined by the Board in its absolute
Condition	discretion that must be met prior to a Participant being able to
	exercise the Participant's Options.
Exercise Period	means the period determined by the Board in its absolute
	discretion by which Exercise Conditions must be satisfied.
Exercise Price	means the price calculated in accordance with Rule 5.8 and is
	the amount payable by a Participant to acquire a Share (subject
	to adjustment in accordance with these Rules) upon the exercise
	of an Option
Group Company	means the Company, its subsidiaries (within the meaning of the
	Corporations Act) and any entity declared by the Board to be a
	Group Company for the purposes of the Plan.
Invitation	means the invitation provided to Eligible Participants to
	participate in the Plan in the form approved by the Board the
	template version which is contained in Annexure A.
ITAA	means the_Income Tax Assessment Act 1997_(Cth).
Listing Rules	means the official Listing Rules of the ASX as they apply to the
	Company from time to time.
	means a nominee of an Eligible Participant that is one of the
Nominee	following:
	(a) an immediate family member of the Eligible Participant;

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

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;

Participant means the holder of an Option issued in accordance with terms of these Rules.

means a transaction of any kind is an on-market transaction if it On market is effected on a stock market of a securities exchange and is:

(a) an on-market transaction as defined in the rules governing the operation of the exchange; or

• (b) if those rules do not define on-market transactions—effected in the ordinary course of trading on the stock market.

Option means the right, subject to the satisfaction of any Exercise Conditions, to be allocated one Share, on the terms specified in this Plan.

Plan means the Employee Share Option Plan as constituted by these Rules.

Rules means these rules as amended from time to time.

Share means an ordinary share in the capital of the Company

Vesting Condition means any criteria determined by the Board in its absolute discretion that must be met prior to an Option vesting.

2.2 Interpretation

unless a contrary intention is expressed:

• (a) headings and italicised, highlighted or bold type do not affect the interpretation of these Rules;

• (b) the singular includes the plural and the plural includes the singular;

• (c) a gender includes all other genders;

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• (d) other parts of speech and grammatical forms of a word or phrase defined in these Rules have a corresponding meaning;

• (e) a reference to a 'person' includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate (whether or not having a separate legal personality);

• (f) a reference to time is to the time in Sydney, NSW, Australia;

• (g) a reference to a body, whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

• (h) specifying anything in these Rules after the words 'include', 'including', 'for example', 'such as' or similar expressions does not limit what else is included unless there is express wording to the contrary;

• (i) a reference to a day is to the period of time commencing at midnight and ending 24 hours later;

• (j) a reference to a month is a reference to a calendar month;

• (k) if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;

• (l) if an act or event must occur or be performed on or by a specified day and occurs or is performed after 5:00 pm on that day, it is taken to have occurred or been done on the next day;

• (m) a reference to '$', 'A$', 'dollars' or 'Dollars' is a reference to the lawful currency of the Commonwealth of Australia; and

2.3 Business Day

If anything under this Plan is required to be done by or on a day that is not a Business Day that thing must be done by or on the next Business Day.

3. Invitation

3.1 Invitation

Subject to complying with these Rules, the Board may in it absolute discretion from time to time invite an Eligible Participants to participate in the Plan and make an Application ( Invitation ).

3.2 Form of Invitation

An Invitation may take any form determined by the Board and will include the following information:

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• (a) name and address of the Eligible Participant to whom the Invitation was made;

• (b) date of the Invitation;

• (c) the number of Options in respect of which an Eligible Participant is invited to apply and whether vesting occurs in tranches;

• (d) the Exercise Price or the manner of determining the Exercise Price;

• (e) the Exercise Conditions, if any;

• (f) the Exercise Period, if any;

• (g) Vesting Conditions;

• (h) the time period in which the Eligible Participant may apply for the Options under the Invitation; and

• (i) other specific terms and conditions (indicatively a cashless exercise provision) applicable to the Invitation (if any) which are not inconsistent with these Rules.

Each Invitation must be issued with an application form and such other information and documents as may be required by the Corporations Act (including any applicable instrument of exemption or modification) and the Listing Rules.

3.3 Compliance with applicable laws

No Option may be offered or issued to, or exercised if to do so would contravene:

• (a) the Corporations Act, the Listing Rules or any other applicable securities laws; and

• (b) the Company’s securities trading policy including (without limitation) obtaining required consents under such securities trading policy.

3.4 Limits

Notwithstanding any other Rule, no Option may be offered under the Plan if to do so would contravene the Corporations Act, the Listing Rules or instruments of relief issued by ASIC from time to time relating to employee share schemes (as applicable to or relied upon by the Company in issuing Options or Shares under the Plan).

The Plan allows purchases of the Company’s securities On-market by or on behalf of Directors or their Associates under the Plan.

3.5 Lapsing of Invitation

An Invitation not accepted in accordance with its terms will lapse unless the Board determines otherwise.

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4. Application for Options

4.1 Acceptance

• (a) Following receipt by an Eligible Participant of an Invitation, the Eligible Participant may apply for Options by delivering to the Company a duly completed and executed application form (in the form attached to the Invitation) by which the Eligible Participant may, among others, indicate a Nominee, within the time period specified in the Invitation ( Application ).

• (b) By making the Application, the Eligible Employee agrees to be bound by these Rules and the constitution of the Company.

4.2 Whole or part

An Eligible Participant may apply for the issue of Options specified in the Invitation, in whole or in part.

4.3 Board's right to reject an Application

The Board may in its absolute discretion not accept any Application submitted by any Eligible Participant.

4.4 Participant

On the issue of an Option, whether after receiving an Application Form or otherwise, an Eligible Participant will become a Participant and will be bound by these Rules and the constitution of the Company.

4.5 Certificate

The Board shall cause the issue to a Participant of a Certificate stating the number of Options issued and the date of issue.

5. Option terms

5.1 Entitlement

• (a) Subject to these Rules, each Option entitles the Participant, on exercise of the Option, to subscribe for and be issued one Share at the Exercise Price.

• (b) Shares issued on the exercise of Options will rank equally with existing fully paid ordinary shares in the capital of the Company in all respects from the date of issue.

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5.2 Restrictions on transfer

Each Participant must not sell, transfer, mortgage charge or otherwise deal with or encumber any Option accept with the prior approval of the Board in its absolute discretion.

5.3 Exercise Conditions

• (a) The Board may, in its absolute discretion, determine the Exercise Conditions and Exercise Period that will apply to an Option.

• (b) The Board may amend or vary the Exercise Conditions or the Exercise Period under this Plan.

5.4 Exercise

Unless the Board determines otherwise, an Option can only be exercised if, at the time of exercise:

• (a) the Option has not lapsed in accordance with its terms and conditions;

• (b) if the Option is subject to one or more Exercise Conditions or Vesting Conditions, the Board has determined in accordance with Rule 5.5 that the relevant Exercise Condition and Vesting Conditions have been met;

• (c) if the Option is subject to any other Exercise Conditions, each such Exercise Condition has been met; and

• (d) if the Option is subject to a Vesting Condition, each such Vesting Condition has been met.

5.5 Deemed satisfaction in event of Takeover

The Board may determine in its absolute discretion that a relevant Exercise Condition has been met or waived where an entity announcing its intention to make an offer to acquire the shares in the Company.

5.6 Notification

The Board shall notify the Participants whether or not the Exercise Conditions have been met as soon as reasonably practicable after the end of the Exercise Period.

5.7 Form and manner

The exercise of any Option awarded under the Plan will be effected in the form and manner determined by the Board. Unless the Board determines otherwise, if a Participant wishes to exercise Options, the Participant must serve on the Company within the Exercise Period:

• (a) a duly completed and executed exercise notice;

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• (b) any certificate which has been issued by the Company for those Options;

• (c) the aggregate Exercise Price (if any) in cleared funds.

5.8 Exercise Price

The Exercise Price per Option will be the amount determined by the Board and set out in the Invitation (as such amount may be adjusted in accordance with Rule 10, if applicable).

The Board may determine and set out in the Invitation in its sole and absolute discretion, that an Eligible Participant will not be required to provide payment of the Exercise Price of Options in cleared funds by bank transfer, cheque or some other method acceptable to the Company, but that on exercise of the Options, the Company will only allot and issue or transfer that number of Shares to the Participant that are equal in value to the difference between the Exercise Price otherwise payable in relation to the Options and the then market value of the Shares as at the date of the exercise (with the number of Shares rounded down) (“Cashless Exercise”).

6. Allocation of shares

6.1 Allocation

The Board must cause the Company to allot and issue or transfer to a Participant that number of Shares in respect of the Options that are exercised under Rule 7.4.

6.2 Shares rank equally

All Shares allotted and issued under Rule 6.1 will rank equally.

6.3 Quotation

• (a) Options will not be listed for official quotation on ASX.

• (b) The Company will apply to the ASX within a reasonable time for the Shares that are allotted and issued to be quoted on the ASX.

6.4 Aggregation

• (a) If Options are exercised simultaneously, the Participant may aggregate the number of Shares or fractions of Shares to which the Participant is entitled to subscribe for under those Options and the total Exercise Price.

• (b) Fractions of Shares in the aggregate number only will be disregarded in determining the total entitlements of a Participant.

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• (c) Fractions of a cent in the aggregate Exercise Price only will be rounded up to the nearest cent.

7. Reconstructions, new issues, bonus issues and other offers

7.1 Reconstruction

In the event of any reorganisation (including consolidation, sub-division, reduction, capital return, buy back or cancellation) of the issued share capital of the Company, the rights attaching to Options must be changed to comply with the Listing Rules applying to that reorganisation at the time of the reorganisation and, if the Listing Rules do not apply, shall be proportionately adjusted for any increase or decrease in the number of issued Shares.

7.2 New Issue of Shares

• (a) Participants will not be entitled to participate in any new issue of Shares as a result of holding Options unless they have become entitled to exercise their Options under the Plan and do so prior to the record date for the determination of entitlements to the new issue and participate as a result of being a holder of Shares.

• (b) If the Company proposes to make a new issue of Shares, it must give to each Participant who holds vested Options no less than 10 Business Days notice of that new issue of Shares before the record date for determining entitlements to the new issue, so as to permit the Participant to exercise any vested Option which, on its terms, may be exercised before the record date.

7.3 Bonus Issue

If the Company makes a bonus issue to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Participant would have received if the Option had been exercised prior to the record date for the bonus issue.

7.4 Rights Issue

If the Company makes a pro-rata issue to the holders of Shares (other than a bonus issue), the Exercise Price of an Option will not be reduced.

7.5 Other Securities

If the Company offers shareholders other securities, the Board will determine whether the other securities are to be offered to Participants on the exercise of Options or whether any other equivalent securities, interest or rights will be offered to them if the other securities are not available, and on the basis thereof.

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8. Right to reports and notices

Participants will be sent all notices, reports and accounts sent to members of the Company, but will not, as a Participant, have any right to attend or vote at meetings of members.

9. Termination of employment

If a Participant ceases to be employed by a Group Company before an Option is vested or is exercised by reason of:

• (a) resignation;

• (b) redundancy;

• (c) dismissal arising from misconduct (including if a Participant ceases employment following notice from their employer Group Company of proposed termination as a result of misconduct); or

• (d) any other reason, if the Board so decide in any particular case,

their Option will lapse, unless the Board in their absolute discretion determines otherwise.

10. Variation of Options

10.1 Adjustments

In the event of any of the circumstances set out in Rule 10.2 and subject to all applicable laws (including the ASX Listing Rules), the Board may make such adjustments as they consider appropriate in the manner determined by the Board to ensure that no advantage or disadvantage accrues to the Participant to:

• (a) the number of Shares subject to an Option;

• (b) the terms of an Exercise Condition; and/or

• (c) any cash payment to be made under these Rules,

10.2 Circumstances

The circumstances are:

• (a) a variation in the equity share capital of the Company, including a capitalisation or rights issue, bonus issue, sub-division, consolidation or reduction of share capital, or a demerger (in whatever form). See clause 7 for further information;

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• (b) a takeover, demerger or other reconstruction (excluding liquidation or receivership) of any other company with which the Company's performance is compared; or

• (c) any other circumstances whatsoever which causes the Board to consider that a changed Exercise Condition would be a fairer measure of performance, and would be no less difficult to satisfy, or that the Exercise Condition should be waived.

10.3 Notice

After any adjustment under Rule 10.1, notice shall be given to any affected Participant.

11. Lapse of Options

11.1 Lapsing

An Option lapses on the earliest of:

• (a) The expiration of the Exercise Period, unless extended at the discretion of the Board;

• (b) Notification by the Board under Rule 5.6 that the Exercise Conditions in respect of the Option have not and cannot be satisfied;

• (c) On cessation of the employment in the circumstances specified in Rule 9 unless the Board in their absolute discretion determines otherwise; and

• (d) A determination by the Board under Rule 11.2.

11.2 Option may lapse in the case of fraud or dishonesty

If, in the opinion of the Board, a Participant:

• (a) has committed (or it is evident the Participant intends to commit), any act or omission which amounts or would amount to any of dishonesty, fraud, wilful misconduct, wilful breach of duty, serious and wilful negligence or incompetence in the performance of the Participant’s duties;

• (b) is convicted of a criminal offence or is guilty of any other wilful or recklessly indifferent conduct which, in the opinion of the Board, may injure or tend to injure the reputation and/or the business or operations of a Group Company;

the Board may declare that any Option (vested or unvested) has lapsed, and the Option lapses accordingly.

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12. Administration of Plan

12.1 Board to administer Plan

The Plan is to be administered by the Board in accordance with these Rules. The Board may make further provisions for the operation of the Plan which are not materially inconsistent with these Rules.

12.2 Board powers and discretions

Any power or discretion which is conferred on the Board by these Rules must be exercised by the Board in the interests or for the benefit of the Company, and the Board is not, in exercising any power or discretion, under any fiduciary or other obligation to any other person.

12.3 Delegation of Board powers and discretions

Any power or discretion which is conferred on the Board by these Rules including the power to invite Eligible Participants to participate in the Plan and to determine the terms and conditions of a Participant’s Option may be delegated by the Board to:

• (a) a committee consisting of such Board, other officers or employees of the Company, or any combination of such persons as the Board thinks fit;

• (b) a related body corporate of the Company; or

• (c) a third party,

for such periods and on such conditions as the Board thinks fit.

12.4 Documents

The Board may from time to time require a Participant to complete and return such other documents as may be required by law to be completed by that Participant, or such other documents which the Board considers should, for legal, taxation or administrative reasons, be completed by that Participant.

12.5 Board decision - final and conclusive

The decision of the Board as to the interpretation, effect or application of these Rules and all calculations and determination made by the Board under these Rules are final, conclusive and binding in the absence of manifest error.

12.6 Suspension of Plan

The Board may from time to time suspend the operation of the Plan and may at any time cancel the Plan. The suspension or cancellation of the Plan must not prejudice the existing rights (if any) of Participants.

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13. Amendment of the Plan

13.1 Board may amend

Subject to Rule 13.2, the Board may at any time by written instrument, add to, delete or otherwise vary or amend all or any of the provisions of these Rules.

13.2 No reduction of existing rights

Any amendment to the provisions of these Rules must not materially reduce the rights of any Participant as they existed before the date of the amendment, other than with the consent of the Participant or where the amendment is introduced primarily:

• (a) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;

• (b) to correct any manifest error or mistake;

• (c) for the purpose of enabling the Participants generally to receive a more favourable taxation treatment in respect of their participation in the Plan; or

• (d) to enable the Plan or any Group Company to comply with any applicable laws or its constitution.

14. Termination of the Plan

The Plan terminates and is to be wound up on the occurrence of any of the following events:

• (a) if an order is made or an effective resolution is passed for the winding up of the Company other than for the purpose of amalgamation or reconstruction; or

• (b) if the Board determines that the Plan is to be wound up.

15. The Corporations Act, Listing Rules and other Laws

• (a) These Rules and the Participant's entitlements under the Plan are subject to the constitution and Shareholders' Agreement of the Company, the Corporations Act, the Listing Rules or any other applicable laws.

• (b) Notwithstanding any other Rule, every provision set out in an exemption from, or modification to, the provisions of the Corporations Act granted from time to time by ASIC in respect of the Plan that is required to be included in these Rules in order for the exemption or modification to have effect is deemed to be contained in these Rules. To the extent that any provision deemed by this Rule to be

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contained in these Rules is inconsistent with any other provision in these Rules, the deemed provision will prevail.

16. Miscellaneous provisions

16.1 Rights of Participants

Nothing in these Plan Rules:

• (a) confers on any person any expectation to become a Participant;

• (b) confers on any employee the right to be invited to apply for, to be offered or to receive any Option;

• (c) confers on any Participant the right to continue as an employee of any employer; (d) affects any rights which any employer may have to terminate the employment of any employee; or

• (e) may be used to increase damages in any action brought against any employer in respect of any termination of employment.

No person, whether a Participant or otherwise, has any claim, right or interest in respect of the Plan or other property of the Plan, whether against the Company or any other person, as a consequence of termination of the employee’s employment or appointment or otherwise, except under and in accordance with these Plan Rules.

16.2 Notices

Any notice, certificate, consent, approval, waiver or other communications given by the Board or the Company is deemed to have been duly given if:

• (a) sent by electronic mail or delivered by hand; or

• (b) sent by ordinary prepaid mail,

and is deemed to have been served:

• (a) if sent by electronic mail or delivered by hand, at the time of sending or delivery; or

• (b) if posted, three Business Days (or, if posted to a Participant’s address outside Australia, seven Business Days) after the date of posting.

Delivery, transmission and postage is to the address of any Participant as indicated on the Application Form, any other address as the Board or any Participant may notify to the other or in the case of a Participant who is an employee, the address of the place of business at which the Participant performs the whole or substantially the whole of the duties of his or her office or employment.

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16.3 Governing law

These Rules are governed by the laws in force in Queensland and will be construed and take effect in accordance with those laws.

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Annexure A Infinity Mining Limited Employee Share Option Plan Invitation

[Date]

[insert]

#[Address]

Dear Sir / Madam,

The directors of Infinity Mining Limited (ACN 616 032 298) are delighted to invite you to participate in its Infinity Mining Limited Employee Share Option Plan ( Plan ) to acquire [insert] options ( Options ) in Infinity Mining Limited ( Company )

The Plan provides a long-term incentive to ensure the success of the Company by inviting eligible employees within the Infinity Mining Limited Group to apply for options in the Company ( Options ).

The Board has decided to invite you to participate in the Plan.

The Option and the Shares

Each Option entitles you to (on exercise) one fully paid ordinary share in the capital of the Company.

The terms and conditions

Your participation in the Plan is subject to:

• the terms and conditions set out in this letter of invitation;

• the rules of the Plan accompanying this letter ( Plan Rules

Your action

If you wish to apply for Options, please complete and sign an application form substantially in the form of the template set out Annexure B to this letter ( Application Form ) and return it to [insert name] by [insert date].

In the event the Application Form is not received by the Company by [insert], the offer under this invitation lapses.

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Summary of Key Offer Terms

The key terms of the offer of Options contained in this Invitation are detailed below.

Number of Options [insert] offered

Entitlement Subject to the Option being validly exercised, each Option entitles you to one fully paid ordinary share in the capital of the Company.

Vesting Conditions

The Options will vest in the following tranches:

Tranche 1 - [ Insert number ], being 100% of the Options issued on the second anniversary of the Company being admitted to the Official List of the ASX.

Exercise Conditions

In order for Options (which have vested) to be exercised (within the relevant Exercise Period), the following Exercise Conditions must be satisfied:

• Unless the Board determines otherwise, the Eligible Participant must be employed of Infinity Mining Limited or an entity wholly owned by Infinity Mining Limited;

• Where the Eligible Participant is a consultant, they must provide services to Infinity Mining Limited or an entity wholly owned by Infinity Mining Limited;

• [insert]

• Cessation of Where an Eligible Participant ceases to be employed or where the employment and lapse Eligible Participant is a consultant, ceases to provide services to of Options Infinity Mining Limited or an entity wholly owned by Infinity Mining Limited prior to the Options being exercised, the unexercised Options (vested or unvested) will lapse under the Plan Rules unless the Board in their absolute discretion determines otherwise.

Lapsing

Where the Exercise Conditions are not met in respect of an Option during the Exercise Period the Option will lapse.

Exercise Period

• Commence: Date on which the Option vests ( Commencement Date ); and

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• Ending: [insert] months following the Commencement Date.

Exercise Price

[insert] per Option.

Tax Consequences

As with any financial instrument, Options can in certain circumstances have a detrimental financial taxation impact on individuals. If you are unsure as to the taxation implications associated with holding or exercising or receiving Shares in respect of Options, we strongly urge you to seek independent legal and financial advice before making any decisions with regard to the Company’s Offer.

Risk

You should be aware that the business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of the Company, including Options offered under the Plan, and Shares issued or in respect of the Options.

Advice Given

Any advice given by Infinity Mining Limited in relation to the Options, or underlying Shares offered under the Plan, does not take into account your objectives, financial situation and needs (including financial or taxation issues) and is general advice only.

This Offer and all other documents provided to you at the time of this Offer contain general advice only and you should consider obtaining your own financial product advice from an independent person who is licensed by ASIC to give such advice. You are advised to seek independent professional advice regarding the Australian tax consequences of the grant of Options and the acquiring and disposing of any Shares that are issued or transferred on conversion of Options under the Plan according to your own circumstances.

Use of Nominee

You may apply for the Options to be registered in your name, or in a Nominee’s name. Examples of acceptable Nominees are set out in the Plan. Please discuss this with the Company Secretary if you have any queries.

Queries

If you have any queries in relation to how to take up this letter please contact #[insert name and contact number].

Yours faithfully

Infinity Mining Limited Employee Share Option Plan

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Annexure B Application

[insert date]

Infinity Mining Limited [insert address]

APPLICATION FOR OPTIONS UNDER THE INFINITY MINING LIMITED EMPLOYEE SHARE OPTION PLAN

I, [insert name] have received and carefully reviewed the letter dated [insert date] regarding an invitation to apply for Options in the Infinity Mining Limited ( Company ) ( Invitation ) and the annexures to it.

I, hereby apply:

• to participate in the Plan in accordance with the Plan Rules and the Invitation dated [inset]; and

• for the number of Options set out in the Invitation made to me by the Company (acknowledging that the number of Shares to which I may become entitled is dependent on compliance with the Plan Rules and the Exercise Conditions specified in the Invitation dated [insert], and subject to the forfeiture events set out in the rules of the Plan as contained in the Plan Rule).

I declare that by lodging this Application I have had the opportunity to obtain independent advice and have satisfied myself regarding the financial and taxation consequences of my participation in the Plan.

Signature:

Date:

Infinity Mining Limited Employee Share Option Plan

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