MARVEL GOLD LIMITED — Governance Information 2016

Jun 8, 2016

GRAPHEX MINING LIMITED ACN 610 319 769

DIRECTORS’ SHARE PLAN

GRAPHEX MINING LIMITED ACN 610 319 769

DIRECTORS’ SHARE PLAN

The Directors are empowered to operate the Directors’ Share Plan on the following terms and in accordance with the Listing Rules of ASX:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

ASX means ASX Limited.

Board means the board of directors of the Company or committee appointed by the Board for the purposes of the Plan.

Class Order means ASIC Class Order 14/1000 (or any amendment to or replacement of that Class Order).

Company means Graphex Mining Limited (ACN 610 319 769).

Director means a director of the Company.

Eligible Participant means a director of the Company or any Subsidiary.

Listing Rules means the official Listing Rules of the ASX as they apply to the Company from time to time.

Participant means a person who is issued Shares under the Plan.

Plan means the Directors’ Share Plan as set out in these rules, subject to any amendments or additions made under rule 6.

Quarter means a quarter of each calendar year as determined in clause 5.1.

Share means a fully paid ordinary share in the capital of the Company.

Subsidiary has the meaning given in Section 9 of the Corporations Act.

1.2 Interpretation

In this Plan unless the context otherwise requires:

• (a) headings are for convenience only and do not affect its interpretation;

• (b) an obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits all of them jointly and each of them severally;

• (c) the expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust;

• (d) a reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person taking by way of novation;

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• (e) a reference to any document (including this Plan) is to that document as varied, novated, ratified or replaced from time to time;

• (f) a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;

• (g) words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender;

• (h) reference to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Plan and a reference to this Plan includes any schedule, exhibit or annexure to this Plan;

• (i) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and

• (j) a reference to $ or dollar is to Australian currency.

2. PURPOSE OF THE PLAN

The purpose of the Plan is to provide Directors with an opportunity to subscribe for Shares in lieu of Directors’ fees, allowing the Company to retain cash reserves.

3. ISSUE OF SHARES

3.1 Issue

• (a) The Board may, from time to time, at its absolute discretion and only where an Eligible Participant continues to satisfy any relevant conditions imposed by the Board (which may include without limitation that an Eligible Participant continues to be a Director of the Company at the relevant time) offer, subject to Shareholder approval, to Eligible Participants to subscribe for Shares in lieu of Directors’ fees owing by the Company to the Eligible Participating and upon such additional terms and conditions as the Board determines.

• (b) An Eligible Participant will not be required to make any payment in return for the Shares as they will be issued in satisfaction of Directors’ fees owing by the Company at the time of issue of the Shares, calculated on a quarterly basis.

3.2 Limitation of Offers

If the Company makes an Offer where:

• (a) the total number of Shares the subject of that Offer, exceeds the limit set out in the Class Order; or

• (b) the Offer does not otherwise comply with the terms and conditions set out in the Class Order,

the Company must comply with Chapter 6D of the Corporations Act at the time of that Offer.

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4. TRANSFER OF OFFER

• (a) Upon receipt of an Offer, the Offer may be transferred:

• (i) with the consent of the Board; or

• (ii) by force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy.

• (b) Where the Participant purports to transfer an Offer other than in accordance with rule 4(a) the Offer immediately lapses.

5. ISSUE OF SHARES

5.1 Date of Issue of Shares

The Company may issue Shares under the Plan on a quarterly basis, being 31 March, 30 June, 30 September and 31 December each year, (or as otherwise determined by the Board).

5.2

Shareholder Approval

All Shares issued pursuant to the Plan will be subject to prior Shareholder approval under the Listing Rules and the Corporations Act (if required). The Company will seek Shareholder approval for the issue of a maximum amount of Shares to a particular Director(s) for a 12 month period and such Shares will be issued on a quarterly basis in accordance with clause 5.1 and the deemed issue price of the Shares will be calculated in accordance with clause 5.3.

5.3 Deemed issue price of Shares

The Shares issued pursuant to the Plan will be issued for nil cash consideration as they will be issued in satisfaction of Directors’ fees owing by the Company to the Participant. The Shares will be deemed to have an issue price as determined by the Board at the time of issue of the Shares but such deemed issue price will be no less than the volume weighted average sale price of Shares sold on ASX during the 90 days prior to the expiration of the relevant Quarter.

5.4

Satisfaction of Director Fees owing

The issue of Shares under the Plan will be deemed to have satisfied the relevant Director fees owing by the Company to the Participant.

5.5

Share ranking

All Shares allotted under the Plan will rank equally in all respects with the Shares of the same class for the time being on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their allotment.

5.6

Listing of Shares on ASX

The Company will apply to the ASX within a reasonable time after the Shares are allotted for the Shares to be listed on ASX.

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5.7 Transfer restrictions

Once the Shares have been issued to a Participant, there are no restrictions on their transfer.

6. AMENDMENTS

6.1 Power to amend Plan

Subject to rule 6.2 and the Listing Rules, the Board may at any time by resolution amend all or any of the provisions of the Plan, or the terms or conditions of any Shares issued under the Plan.

6.2 Notice of amendment

As soon as reasonably practicable after making any amendment under rule 6.1, the Board will give notice in writing of that amendment to any Participant affected by the amendment.

7. MISCELLANEOUS

7.1 Rights and obligations of Participant

The rights and obligations of any Eligible Participant under the terms of their office, employment or contract with the Company are not affected by their participation in the Plan. These rules will not form part of and are not incorporated into any contract of any Eligible Participant. No Participant will have any rights to compensation or damages in consequence of the termination of their office, employment or other contract with the Company for any reason whatsoever in so far as those rights arise or may arise from their ceasing to have rights under the Plan as a result of such termination.

7.2 Power of the Board

• (a) The Plan is administered by the Board which has power to:

• (i) determine appropriate procedures for administration of the Plan consistent with these rules; and

• (ii) delegate to any one or more person for such period and on such condition as it may determine the exercise of any of its powers or discretions arising under the Plan.

• (b) Except as otherwise expressly provided in this Plan, the Board has absolute and unfettered discretion to act or refrain from acting under or in connection with the Plan and in the exercise of any power or discretion under the Plan.

7.3 Waiver of terms and conditions

Notwithstanding any other provisions of the Plan, the Board may at any time waive in whole or in part any terms or conditions imposed on the Shares issued under the Plan.

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7.4 Dispute or disagreement

In the event of any dispute or disagreement as to the interpretation of the Plan or as to any question or right arising from or related to the Plan, the decision of the Board is final and binding.

7.5

Non-residents of Australia

• (a) The Board may adopt additional rules of the Plan applicable in any jurisdiction outside Australia under which rights offered under the Plan may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to the Participant or to the Company in relation to the rights. Any additional rule must conform to the basic principles of the Plan.

• (b) When a Share is issued under the Plan to a person who is not a resident of Australia the provisions of the Plan apply subject to such alterations or additions as the Board determines having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to the Participant or to the Company in relation to the Share.

7.6 Communication

• (a) Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post or facsimile, in the case of a company to its registered office, and in the case of an individual to the individuals last notified address, or, where a Participant is a Director of the Company, either to the Participant’s last known address or to the address of the place of business at which the Participant performs the whole or substantially the whole of the duties of the Participant’s office or employment.

• (b) Where a notice or other communication is given by post, it is deemed to have been received 48 hours after it was put into the post properly addressed and stamped. Where a notice or other communication is given by facsimile, it is deemed to have been received on completion of transmission.

7.7 Laws governing Plan

This Plan is governed by the laws of Western Australia and the Commonwealth of Australia.

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