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Employee Incentive Plan Rules

Juno Minerals Limited ACN 645 778 892

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

Jackson McDonald Lawyers 225 St Georges Terrace Perth WA 6000

Contact: Will Moncrieff Reference: 7170860

Juno Minerals Limited

Employee Incentive Plan Rules

1.	Introduction .................................................................................................................................. 1
2.	Objectives .................................................................................................................................... 1
3.	Definitions and interpretation ...................................................................................................... 1
4.	The Plan ...................................................................................................................................... 5
5.	Trust ............................................................................................................................................ 6
6.	Eligibility to participate ................................................................................................................. 6
7.	Cessation of employment or engagement of Participant ............................................................ 6
8.	Dividends and voting rights ......................................................................................................... 7
9.	Exercise Conditions and Vesting Conditions .............................................................................. 7
10.	Disposal restrictions on Plan Shares .......................................................................................... 8
11.	Takeover restrictions ................................................................................................................... 9
12.	Takeovers and schemes of arrangement ................................................................................... 9
13.	Buy-Back ...................................................................................................................................12
14.	Plan limitations ..........................................................................................................................12
15.	Taxation .....................................................................................................................................13
16.	Listing Rules ..............................................................................................................................14
17.	Administration of the Plan .........................................................................................................14
18.	Termination, suspension and amendment of the Plan..............................................................15
19.	Costs, charges and duties .........................................................................................................15
20.	Rights of Participants ................................................................................................................15
21.	ASIC relief .................................................................................................................................16
22.	Notices ......................................................................................................................................16
23.	Miscellaneous ............................................................................................................................17
24.	Governing law ...........................................................................................................................17
25.	Severance .................................................................................................................................17
Schedule 1 – Terms of Options .............................................................................................................18
Annexure A – Offer of Options ..............................................................................................................24
Annexure B – Acceptance of Offer of Options ......................................................................................26
Annexure C – Option Certificate ............................................................................................................27
Annexure D – Notice of Exercise of Options .........................................................................................28

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Juno Minerals Limited (ACN 645 778 892)

Company

1. Introduction

1.1 This document sets out the rules ( Rules ) of the Employee Incentive Plan for the Company ( Plan ).
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 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 upon the successful achievement of a particular performance milestone.

3. Definitions and interpretation

3.1 Definitions

In these Rules:

Acceptance means the acceptance of an Offer of Options 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.

Acceptance Form means the Options Acceptance Form set out at Annexure B.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange.

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

Business Day means:

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(a) if the Company is not listed on the official list of ASX, a day other than a Saturday, Sunday, public holiday or bank holiday in Perth, Western Australia; or
(b) if the Company is listed on the official list of ASX, has the meaning given to that term in the Listing Rules.

Buy-Back means the purchase by the Company of Options prior to their exercise or vesting (as applicable), or the buy-back by the Company of Plan Shares, pursuant to Rule 13.

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 a general meeting, to replace all or a majority of the Board.

Company means Juno Minerals Limited (ACN 645 778 892).

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 (Cth).

Director means a director of the Company.

Dispose means to sell, transfer, mortgage, pledge, charge, grant a Security Interest over or otherwise dispose of an Option (as the context requires), and Disposal has a corresponding meaning.

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

(a) a Full Time Employee;
(b) a Part Time Employee;
(c) an executive Director;
(d) a non-executive Director;
(e) a Contractor;
(f) 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 full-time position; or
(g) 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 (f) above.

Exercisable Option means an Option which must be exercised in order for a Participant to be issued with a Share.

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

Exercise Date means, with respect to an Exercisable Option, the date on which that Exercisable Option is exercised.

Exercise Period means the period from the Vesting Date to the Expiry Date.

Exercise Price means 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.

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

Full Time Employee means a permanent Group Company employee, or a Group Company employee on a fixed term contract, working greater than 38 hours per week.

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

Holder means the registered holder of an Option.

Issue Date means the date on which the Company issues or grants an Option.

Listing Rules means the official Listing Rules of ASX, and any other rules of ASX which are applicable to the Company while the Company is listed on 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 $0.01 per Option.

Offer means the offer of Options made in accordance with paragraph 1 of Schedule 1 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 (if applicable) or the individual circumstances of an Offer.

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

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

Part Time Employee means a permanent Group Company employee, or a Group Company employee on a fixed term contract, working less than 38 hours per week.

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

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 Employee 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 Exercisable Option; or
(b) upon the automatic vesting of an Option which is not an Exercisable Option.

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

Remuneration Committee means the committee of the Board responsible for considering and recommending remuneration of employees and contractors of the Company, or if no such committee is established, the Board.

Restricted Option means an Option of a particular class or type for which the Restricted Period has not expired or terminated.

Restricted Period means the period commencing on the Issue Date and expiring on the Vesting Date.

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 an Option which must be satisfied or waived before the Option can vest, and may include Performance Hurdles.

Vesting Date means with respect to an Option, the date on which all Vesting Conditions and Exercise Conditions applicable to that Option have been satisfied or waived.

3.2 Interpretation

In these Rules, unless expressed to the contrary:

(a) 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;

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(b) any words denoting the singular include the plural and words denoting the plural include the singular;
(c) any words denoting one gender include the other gender;
(d) 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;
(e) 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;
(f) a reference to an application to participate in the Plan includes any process implemented by the Board to provide for deemed applications; and
(g) 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, re-enactments 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) anything (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;
(h) 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
(i) a reference to the Listing Rules has effect only if the Company is listed on 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).
3.3

Headings

A heading in these Rules is for convenience only and does not affect the interpretation of these Rules.

4. The Plan

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

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4.2 There shall be set aside for the purposes of the Plan such number of Options as the Board may from time to time determine.
4.3 The Board will administer the Plan.
4.4 If and for so long as the Company is listed on the official list of ASX, Options 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 and the Corporations Act.
4.5 Participation in the Plan is subject to the Rules.
4.6
Participation in the plan is voluntary.
4.7 The provisions of 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).

5. Trust

(a) The Board may, in its sole and absolute discretion, use an employee share trust or other mechanism for the purposes of holding any Shares for Participants under the Plan.
(b) If the Board uses a mechanism referred to in Rule 5(a), a reference in these Rules to the “issue” of any Shares to a Participant is taken to include any transfer of Shares to a Participant that may be effected or procured by the Company, including from any third party.

6. Eligibility to participate

6.1 Subject to Rule 4.4 in respect of the participation of Directors and their associates, 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 may be issued or 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 to be offered to an Eligible Participant and the Board may, subject to these Rules, determine the terms and conditions applicable to such Options.

7. Cessation of employment or engagement of Participant

7.1 Automatic lapse and forfeiture

Subject to Rule 7.2, Restricted Options will automatically lapse and be forfeited if:

(a) the Participant to whom the Options were first granted:
(i) voluntarily resigns from employment with the Company or terminates the Participant’s contract of engagement with the Company, otherwise than to take up employment or engagement with a Related Body Corporate of the Company;

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  - (ii) is dismissed from employment, is removed from his or her position with the Company, or has their contract of engagement terminated 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);

     - B. a negligent act or omission; or

     - 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;

  - (iii) ceases his or her employment, engagement or office for any reason and commences employment, engagement or office, or otherwise acts, in breach of any post-termination restrictions contained in his or her contract of employment, engagement or office entered into by the relevant Group Company and the Participant; or

  - (iv) 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 Options 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 Options subject to such Performance Hurdles will be forfeited.
7.2

Exceptions

Restricted Options will not lapse and be forfeited if the Participant ceases employment, is removed from his or her position, or has their engagement by the Company terminated 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 Exercisable Options or receive other non-Exercisable Options on their vesting.

8. Dividends and voting rights

Holders of Options do not have any rights to vote at meetings of the Company or receive dividends until Plan Shares are issued or acquired on the exercise or vesting of Options pursuant to the Rules.

9. Exercise Conditions and Vesting Conditions

9.1 The Board may, when Options are offered, determine that the Options issued or granted will be subject to Exercise Conditions or Vesting Conditions, at the Board’s absolute discretion.

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9.2 Options 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 which lapses will be cancelled and will not thereafter be capable of being exercised by the Holder or vesting in the Holder.
9.3 Any Options 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, contractor or officer (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 of the Company or its Related Body Corporate be completed within a specified time or in a specified manner; and
(d) a condition that the market price of 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. 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 provided such variation is not adverse to the Participant holding the relevant Options.
9.8 Options 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

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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 acknowledge and agree that they 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. Takeover restrictions

11.1 Application

This Rule 11 applies if and for so long as the Company is a public company for the purposes of the Corporations Act, in which case this Rule is a term of each Option.

11.2 Deferral of exercise or vesting

If the exercise or vesting of any Options (or a number of those Options) would result in any person contravening section 606(1) of the Corporations Act ( Takeover Restriction ) then:

(a) Any purported exercise or vesting of those Options (or any part thereof) will be deferred until such later time or times that the exercise or vesting (as applicable) would not result in a contravention of the Takeover Restriction.
(b) A Holder may give written notification to the Company if they consider that the exercise or vesting of those Options (or any part thereof) may result in the contravention of the Takeover Restriction, failing which the Company may assume the exercise or vesting of those Options will not result in the Holder being in contravention of the Takeover Restriction.
(c) The Company may (but is not obliged to) by written notice to a Holder, request a Holder to provide the written notice referred to in Rule 11.2(b) within 7 days if the Company considers that the exercise or vesting of those Options (or any part thereof) may result in a contravention of the Takeover Restriction.
(d) If the Holder does not give notification to the Company requested under Rule 11.2(c) within 7 days to the effect that they consider the exercise or vesting of the Options (or part thereof) may result in the contravention of the Takeover Restriction, then the Company may assume that the exercise or vesting of those Options (or part thereof) will not result in the Holder being in contravention of the Takeover Restriction.

12. Takeovers and schemes of arrangement

12.1 Application

This Rule 12 applies if and for so long as the Company is listed on the official list of ASX, in which case this Rule is a term of each Option.

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12.2 Defined terms

In this Rule 12:

Cleansing Statement means a written notice issued by the Company to ASX pursuant to section 708A(5) of the Corporations Act, meeting the requirements of section 708A(6) of the Corporations Act.

Condition means an Exercise Condition or a Vesting Condition, as the context requires.

Exempt Investor means a person referred to in section 708 of the Corporations Act or any applicable ASIC class order to whom securities may be issued or sold without providing disclosure under Chapter 6D of the Corporations Act.

Trigger Event means:

(a) a takeover bid under Chapter 6 of the Corporations Act is made in respect of the Company under which acceptances have been received for more than 50% of the Company’s shares on issue and the bid is declared unconditional by the bidder; or
(b) a court grants orders approving a compromise or arrangement for the purposes of or in connection with a scheme or arrangement for the reconstruction of the Company or its amalgamation with any other company or companies (including under Part 5.1 of the Corporations Act.
12.3 Release of conditions
(a) If a Trigger Event occurs, then as at the date of that Trigger Event:
- (i) subject to Rule 12.3(b), the Conditions are released and cease to apply for Restricted Options equal in number to up to 10% of the Shares on issue at that time, such that those Restricted Options may vest and be exercised; and
- (ii) the release and cessation of Conditions under Rule 12.3(a)(i) will be completed on a pro rata basis for each Holder.
(b) If the Company has granted other classes of Option ( Other Restricted Options ) with rights releasing Conditions that are of the same or substantially similar nature to Rules 12.3(a)(i) and 12.3(a)(ii):
- (i) the total number of Shares that may be issued under Rule 12.3(a)(i), when aggregated with all Shares issued on release of Conditions for the Other Restricted Options due to a Trigger Event, must not exceed 10% of the Shares on issue as at that time; and
- (ii) the number of Shares that will be issued under Rule 12.3(a)(i) will be calculated as follows:

Number of Shares = ( (A / B) x 100 ) x C)

where:

A = the number of Restricted Options on issue as at the date of the Trigger Event;
B = the total number of Restricted Options and Other Restricted Options on issue as at the date of the Trigger Event; and

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C = the number representing 10% of the Shares on issue as at the date of the Trigger Event.

12.4 Secondary trading restrictions

(a) This Rule 12.4 applies if any Plan Shares would otherwise be subject to any secondary trading restrictions as a result of the application of Chapter 6D of the Corporations Act.
(b) Subject to Rule 12.4(c), the Company must lodge with ASX a duly completed Cleansing Statement within 5 Business Days of issuing Plan Shares.
(c) If the Company would be unable to issue a Cleansing Statement in relation to any proposed issue of Plan Shares due to an inability to satisfy the conditions under the Corporations Act to do so (including the conditions set out in section 708A(5) or (6) of the Corporations Act):
(i) the Company must, as soon as reasonably practicable, on or after the proposed date of issue of the relevant Plan Shares, and in any event within 60 days of that proposed date of issue, lodge with ASIC a prospectus prepared in accordance with Chapter 6D of the Corporations Act offering Shares ( Cleansing Prospectus ); and
(ii) the Company is not required to issue the relevant Plan Shares prior to the Cleansing Prospectus being lodged with ASIC unless the Holder elects, by notice in writing to the Company, to receive those Plan Shares prior to lodgement of the Cleansing Prospectus ( Issuance Election ), in which case:
- A. without limiting Rule 10 or any term of an Option restricting disposal of the Plan Shares, the Holder undertakes not to sell or otherwise Dispose of those Plan Shares prior to lodgement of the Cleansing Prospectus with ASIC, other than to an Exempt Investor; and
- B. the Company is authorised to instruct its securities registry to place a holding lock on those Plan Shares until the Cleansing Prospectus is lodged with ASIC.
(d) Unless the Holder has made an Issuance Election, the Company is not required to issue Plan Shares on exercise or vesting of an Option until the date that a Cleansing Prospectus is lodged with ASIC.
(e) As an alternative to lodging a Cleansing Prospectus, the Company may, in its discretion, apply to ASIC for relief under section 741 of the Corporations Act to permit the Company to issue a Cleansing Statement ( Relief Application ) notwithstanding that it may not satisfy the requirements set out in section 708A(5) or (6) of the Corporations Act, in which case the Holder may make an Issuance Election provided that:
(i) without limiting Rule 10 or any term of an Option restricting disposal of the Plan Shares, the Holder undertakes not to sell or otherwise Dispose of those Plan Shares prior ASIC granting the Relief Application and the Company issuing a Cleansing Statement, other than to an Exempt Investor; and
(ii) the Company is authorised to instruct its securities registry to place a holding lock on those Plan Shares until the Cleansing Statement is announced to ASX by the Company.

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12.5 Maximum term of Exercisable Options

Without limiting any earlier expiry date stated in, or determined by the terms of, an Offer, an Exercisable Option which has not been exercised will expire on the date that is 7 years after the date on which it became exercisable.

13. Buy-Back

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

14. Plan limitations

14.1 20% limit if not listed on ASX
(a) If and for so long as the Company is not listed on the official list of ASX, 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 20% of the total number of underlying Shares on issue:
- (i) Plan Shares that may be issued under the relevant Offer; and
- (ii) Plan Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under:
  - A. an employee incentive scheme covered by ASIC Class Order CO 14/1001; or
  - B. an ASIC exempt arrangement of a similar kind to an employee incentive scheme.
(b) Rule 14.1(a) only applies if and for so long as the Company seeks to rely upon ASIC Class Order CO 14/1001.

14.2 5% limit if listed on ASX

If and for so long as the Company is listed on the official list of ASX, 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; and
(b) Plan Shares issued or that may be issued as a result of offers made at any time during the 3 year period prior to the date of the proposed Offer under:
(i) an employee incentive scheme covered by ASIC Class Order CO 14/1000; or
(ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme.

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14.3 Exclusions

(a) Where an Option lapses without being exercised or vesting, the Plan Shares which would have otherwise been received on the exercise or vesting of the Option are ignored when calculating the limits in Rules 14.1 and 14.2 ( Plan Limits ).
(b) For the purposes of Rules 14.1 and 14.2, any Options or Plan Shares issued or granted without ASIC relief are not included in the calculation of the Plan Limits and consequently any Options or Plan Shares offered in the following circumstances may be disregarded:
(i) an offer made to a person situated outside Australia at the time of receipt of the Offer;
(ii) an offer that did not need disclosure to investors because of section 708 or section 1012D of the Corporations Act; or
(iii) an offer made pursuant to a disclosure document (as defined in the Corporations Act).

15. Taxation

15.1 General
(a) 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, grant, exercise or vesting of Options.
(b) Upon the exercise or vesting of an Option, the Participant must 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 or vesting of the Option. 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 (the Withholding Tax Amount ), the Company must have the right, at its discretion, to:
- (i) retain and withhold amounts from any amount or amounts owing to the Participant, whether under this Plan or otherwise;
- (ii) require the Participant to pay to the Company the Withholding Tax Amount as a condition of exercise or vesting of an Option by a Holder, where the payment received by the Company must be held on behalf of the Participant, and remitted to the appropriate taxing authority by the Company on behalf of the Participant; and/or
- (iii) withhold from the Plan Shares otherwise deliverable to the Participant on exercise or vesting of an Option such number of Plan Shares as have a market value not less than the Withholding Tax Amount and cause such withheld Plan Shares to be sold on the Participant's behalf to fund the Withholding Tax Amount, where:
  - A. the Company will not be responsible for obtaining any particular price for the Plan Shares;
  - B. the proceeds of any Plan Shares sold must 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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C. any proceeds from such sale in excess of the Withholding Tax Amount must be promptly paid over to the Holder.
(c) Notwithstanding Rule 15.1(b), nothing precludes the Company and the Participant from agreeing to use a combination of the methods described in this Rule 15 or some other method to fund the Withholding Tax Amount.

15.2 Deferred taxation

Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Plan except to the extent that an Offer provides otherwise.

16. Listing Rules

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

17. Administration of the Plan

17.1 Board powers

The Plan will be administered by the Board which has 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 16, 17.2 and 18, amend, modify or waive any or all of the Rules (including this Rule), or any restriction or other condition relating to any Options 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 restrictions or other conditions relating to any Options 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 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.

17.2 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 allocated under the Plan, which reduces the rights of a Participant to those Options, other than an amendment made primarily to:

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

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(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.
17.3

Board's discretion

(a) Subject to Rule 17.3(b), the Board has absolute and unfettered discretion:
(i) to act or refrain from acting under the applicable Rules or concerning the Plan or any Options allocated under the Plan; and
(ii) in exercising any power or discretion concerning the Plan or any Options allocated under the Plan.
(b) If and for so long as the Company is listed on the official list of the ASX, the Board may only exercise its powers in accordance with the Listing Rules.

17.4 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 against all 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.

18. 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.

19. 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 and issue or grant of Options under the Plan or any other dealing with the Options; and
(b) may make any withholding or payment which it is required by law to make in connection with the Plan or the Options.

20. Rights of Participants

Nothing in these Rules or participation in the Plan:

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(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.

21. ASIC relief

(a) 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, which is relied upon by the Company in relation to the Plan, or which otherwise applies to the Plan pursuant to ASIC’s 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.
(b) To the extent that any covenant or other provision deemed by this Rule 21 to be contained in the Plan is inconsistent with any other provision in the Plan, the deemed covenant or other provision will prevail.

22. Notices

22.1 A notice or other communication under or concerning the Plan is validly given:
(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).
22.2 A notice or other communication sent by post will be treated as received 48 hours after it was posted.

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23. Miscellaneous

23.1 Broker’s fees or commissions are not payable by an Eligible Participant for the issue or grant of Options pursuant to this Plan.
23.2 Participants issued or granted Options under this Plan are bound by these Rules and the Constitution.
23.3 A Participant or Holder does not have, and is not to be regarded for any purpose as having, any interest in Shares the subject of an Option until that Option is exercised or vested and the Plan Share is issued.
23.4 The Company will establish and maintain a register of Participants.
23.5 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.
23.6 All Options lapse on winding up of the Company.

24. Governing law

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

25. Severance

If any provision in the Rules is void, voidable by any party, or illegal, it is to 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) must be severed from the Rules to the extent that it does not affect the validity, legality or enforceability of the remaining provisions (or parts of those provisions) of the Rules which continue in full force and effect.

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Schedule 1 – Terms of 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 An Offer must not 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 will be determined by the Board in its sole and absolute discretion, and must:
(a) be in writing;
(b) specify the name of the Eligible Participant to whom the Offer is made;
(c) specify the total number of Options (and the number of Shares to which the Options relate) being offered, not to exceed 1% of the total issued Shares at date of acceptance
(d) specify such terms and conditions of the grant 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 Vesting Conditions (if any);
(e) specify the time and date by which the Offer must be accepted;
(f) 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
(g) have attached an Acceptance Form and a copy of these Rules.
1.4 If the Company is listed on 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.
1.5 The grant of Options under the Plan must not be for an amount 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 family trust whose beneficiaries include only the Eligible Participant and members of the immediate family of the Eligible Participant and where the Eligible Participant is a director of the trustee; or
(d) 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 are 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 is the price determined by the Board, in its absolute discretion, prior to or on grant of the Options.
4.3 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

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by the Board in its absolute discretion. The Board must notify the Holder of the satisfaction or waiver of any Exercise Conditions applicable to the Options held by the Holder.

4.4 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 4.4 set out in this Schedule and the Rules generally:

(a) Vesting of Options

(i) Subject to the terms of grant and the Rules, Options will automatically vest on the Vesting Date.
(ii) The Board may, in its absolute discretion, determine that Options may vest:
A. during or, in the Board’s absolute discretion, immediately prior to a Takeover Period;
B. at any time after a Change of Control Event has occurred;
C. at any time after the announcement of a proposed capital reconstruction referred to in paragraph 4.4(h);
D. if the Company is listed on the official list of ASX, 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;
E. 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. 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
G. 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.
(iii) 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 unvested Options held by or on behalf of the Participant to have lapsed.

(b) Exercise of Options

(i) Each Option entitles the Holder to subscribe for one Share on exercise of the Option.
(ii) Subject to paragraph 4.4(b)(v), a Holder may not exercise Options before expiry of the Restricted Period.
(iii) Subject to paragraph 4.4(b)(v), a Holder may only exercise Options during the Exercise Period.
(iv) An Option not exercised by the Expiry Date shall automatically lapse.
(v) Notwithstanding paragraph 4.4(a)(iii), Options may be exercised:

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  - A. during or, in the Board’s absolute discretion, immediately prior to a Takeover Period;

  - B. at any time after a Change of Control Event has occurred;

  - C. at any time after the announcement of a proposed capital reconstruction referred to in paragraph 4.4(h);

  - D. if the Company is listed on the official list of ASX, 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

  - E. 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.

(vi) 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.
(c)

Notice of exercise

(i) 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 be no less than 500 and then in multiples of 100) and must be accompanied by:
- A. the Exercise Price for the number of Options specified in the notice; and
- B. the certificate or holding statement for those Options, for cancellation by the Company.
(ii) 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.
(d)

Issue of certificates

Subject to paragraphs 4.4(a) and (b) above, within 10 Business Days of the notice referred to in paragraph 4.4(c)(i) above becoming effective, the Board must:

(i) acquire or 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.
(e)

Issue of Shares

All Shares issued 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:

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(i) dividends declared by the Company after the date of issue; 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 issue of Shares issued upon the exercise of Options.
(f)

Quotation on ASX

(i) If existing Shares are officially quoted by ASX, the Company must apply for official quotation by ASX of all Shares issued pursuant to the exercise of Options not later than 10 Business Days after the date of issue.
(ii) The Company will not apply to have the Options granted under the Plan quoted on ASX or any other stock exchange.
(g) New issues

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.

(h) Reorganisation of capital

(i) 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.
(ii) 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 4.4(h)(i).
(iii) An Offer may specify a restriction period for Shares issued on the exercise of Options.

(i) Restrictions on the Disposal of Options

A Holder must not Dispose of any Options, or agree to Dispose of any Options, without the prior consent of the Board or where such Disposal occurs by force of law.

(j) Amendments required by ASX

The terms and conditions of Options may be amended as necessary by the Company in order to comply with the Listing Rules (if applicable), or any directions of ASX (if applicable) regarding the Options, provided that, subject to compliance with the Listing Rules, the economic and other rights of the Holder are not diminished or terminated following such amendment.

5. Conditions of exercise of Options

Options may not be exercised during the Restricted Period.

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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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Annexure A – Offer of Options

[ COMPANY LETTERHEAD ]

[ date ]

[ Applicant's details ]

Dear [ name ]

Juno Minerals Limited (ACN 645 778 892) Offer of Options under Employee Incentive Plan

1. Offer

1.1 On behalf of the Board of Directors ( Board ), I am pleased to make the following offer to you to participate in the Employee Incentive Plan ( Plan ) of Juno Minerals Limited (ACN 645 778 892) ( Company ).
1.2
The Company offers to grant to you the options ( Options ) as set out below ( Offer ):

Number of Options:	[insert]
Exercise Price per Option:	$[insert]
Expiry Date of Options:	[insert]
Performance Hurdles	[insert]
Vesting Conditions:	[insert]
Exercise Conditions:	[insert]
Disposal Restrictions:	[insert]

1.3 The Options are granted pursuant to the terms of the Plan. A copy of the rules of the Plan ( Plan Rules ) is enclosed with this letter.
1.4 Each Option entitles you (being an “Eligible Participant” under the Plan Rules) to subscribe for one fully paid ordinary share in the capital of the Company ( Share ), on and subject to the terms of the Options set out in the Schedule to this letter and pursuant to the Plan Rules.
1.5 The Company confirms that subscription moneys are not required in respect of the grant of the Options.
1.6 Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth), which enables tax deferral on the options and performance rights issued under employee incentive schemes, is intended to apply (subject to the conditions in that Act) to Options granted to you under this Offer. [ Delete if tax deferral is not intended to apply .]

Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth), which enables tax deferral on the options and performance rights issued under employee incentive schemes, does not apply (subject to the conditions in that Act) to Options granted to you under this Offer. [ Delete if tax deferral is intended to apply .]

2. Investment risks

On the exercise of an Option, you will be issued one Share.

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2.2 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.
2.3 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.
2.4 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.
2.5 At any one point in time, the factors that may impact the value of Shares include the Company’s financial position, exploration activities and exploration results, mine development and mining activities and external factors including:
(a) movements in the general level of share prices on local and international share markets;
(b) developments in the resources industry and other industries generally;
(c) the economic outlook in Australia and internationally;
(d) changes in government fiscal, monetary and regulatory policies;
(e) turnover and volatility of financial markets in Australia and overseas;
(f) changes in interest rates, inflation rates, exchange rates and commodity prices, particularly for iron ore; and
(g) acts of terrorism, the occurrence of hostilities or natural disasters.

Market price of Shares

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

4. Independent advice

4.1 Any advice given by the Company in relation to Options offered under the Plan does not take into account the objectives, financial situation and needs of any participant in the Plan.
4.2 As a participant, you should consider obtaining your own financial product advice from a person who is licenced by the Australian Securities & Investments Commission to give such advice.

5. Acceptance of Offer

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

Please contact us if you have any queries in relation to the above.

Yours faithfully

Company Secretary Juno Minerals Limited

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Annexure B – Acceptance of Offer of Options

Juno Minerals Limited

ACN 645 778 892

OPTIONS ACCEPTANCE FORM – EMPLOYEE INCENTIVE PLAN

TO: Juno Minerals Limited Level 10, 16 St Georges Terrace PERTH WA 6000

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

of …………………………………………………………………………………………… (address)

HEREBY ACCEPT THE OFFER FOR the following options ( Options ) in Juno Minerals Limited (ACN 645 778 892) ( Company ) pursuant to the rules ( Plan Rules ) of the Company’s Employee Incentive Plan ( Plan ) on the following terms and conditions:

Number of Options:	[insert]
Exercise Price per Option:	$[insert]
Expiry Date of Options:	[insert]
Performance Hurdles:	[insert]
Vesting Conditions:	[insert]
Exercise Conditions:	[insert]
Disposal Restrictions:	[insert]

Each of the Options entitles the Applicant (being an Eligible Participant under the 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 Plan Rules. No subscription monies are required in respect of the grant of an Option.

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

I confirm that, upon exercise of the Options, I agree to be bound by the constitution of the Company [ delete if the Company is not admitted to ASX] 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 Juno Minerals 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

Juno Minerals Limited

ACN 645 778 892

OPTION CERTIFICATE

REGISTERED OFFICE: Juno Minerals Limited Level 10, 16 St Georges Terrace PERTH WA 6000 CERTIFICATE NUMBER: [ insert certificate number ]

Issued under the authority of the Board of Directors of Juno Minerals Limited (ACN 645 778 892) ( Company ).

THIS IS TO CERTIFY THAT:

The holder named below is the registered holder of the following Options exercisable over fully paid ordinary shares in the Company. The terms of the Options are as contained in the Company’s Employee 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 Juno Minerals Limited (ACN 645 ) 778 892) 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

Juno Minerals Limited ACN 645 778 892

NOTICE OF EXERCISE OF OPTIONS

TO: Juno Minerals Limited Level 10, 16 St Georges Terrace PERTH WA 6000

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 Juno Minerals Limited (ACN 645 778 892) ( Company ).

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

I/we authorise you to register me/us as the holder of the shares to be issued and I/we agree to accept such shares and be bound by the constitution of the Company.

Payment can be made by:

Cheque (made payable to the Company) and attached to this Notice of Exercise of Options; or
Direct deposit to the Company:

Bank: BSB: Account no.:

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

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

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AI assistant

JUNO MINERALS LIMITED — Governance Information 2021

65164_rns_2021-05-11_dbc553ef-d121-49c4-ba68-c49f38c33111.pdf

Employee Incentive Plan Rules

Juno Minerals Limited ACN 645 778 892

Table of contents

Employee Incentive Plan Rules

Juno Minerals Limited (ACN 645 778 892)

1. Introduction

2. Objectives

3. Definitions and interpretation

Business Day means:

Corporations Act means the Corporations Act 2001 (Cth).

Permanent Disablement means:

Headings

4. The Plan

5. Trust

6.

Eligibility to participate

7. Cessation of employment or engagement of Participant

Exceptions

8. Dividends and voting rights

9. Exercise Conditions and Vesting Conditions

10. Disposal restrictions on Plan Shares

11. Takeover restrictions

12. Takeovers and schemes of arrangement

12.2 Defined terms

Trigger Event means:

Number of Shares = ( (A / B) x 100 ) x C)

12.4 Secondary trading restrictions

12.5 Maximum term of Exercisable Options

13. Buy-Back

14. Plan limitations

14.2 5% limit if listed on ASX

14.3 Exclusions

15. Taxation

15.2 Deferred taxation

16. Listing Rules

17. Administration of the Plan

17.2 Limitation on amendments

Board's discretion

17.4 Indemnification

18. Termination, suspension and amendment of the Plan

19. Costs, charges and duties

20. Rights of Participants

21. ASIC relief

22. Notices

23. Miscellaneous

24. Governing law

25. Severance

Schedule 1 – Terms of Options

1. Offer of Options

2. Acceptance of Offer of Options

3.

Grant of Options

4.

Terms of Options

(a) Vesting of Options

(b) Exercise of Options

Notice of exercise

Issue of certificates

Issue of Shares

Quotation on ASX

(h) Reorganisation of capital

(i) Restrictions on the Disposal of Options

(j) Amendments required by ASX

5. Conditions of exercise of Options

6. Cancellation of Options

Annexure A – Offer of Options

[ COMPANY LETTERHEAD ]

[ date ]

[ Applicant's details ]

Dear [ name ]

1. Offer

2. Investment risks

Market price of Shares

4. Independent advice

5. Acceptance of Offer

Annexure B – Acceptance of Offer of Options

Juno Minerals Limited

JUNO MINERALS LIMITED Governance Information 2021