MIRAMAR RESOURCES LIMITED

ASX: M2R | 7 January 2021

==> picture [596 x 53] intentionally omitted <==

ISSUE OF OPTIONS

Miramar Resources Limited (ASX:M2R , “Miramar” or ‘the Company”) advises that the Company has issued 50,000 unlisted options under the Employee Share Option Plan.

The updated capital structure is as follow:

Updated Capital Structure
OrdinaryFullyPaid Shares	55,060,100
Unlisted Options exercisable at $0.20 on or before 22 October 2022	8,210,000
Unlisted Options exercisable at $0.48 on or before 6 January2023	50,000
Unlisted Options exercisable at $0.25 on or before 9 October 2023	6,000,000
Unlisted Options exercisable at $0.20 on or before 26 June 2025	3,000,000

This announcement has been authorised for release by Mr Allan Kelly, Executive Chairman, on behalf of the Board of Miramar Resources Limited.

About Miramar Resources Limited

Miramar Resources Limited is a new WA-focused mineral exploration company with highly prospective gold exploration projects in the Eastern Goldfields, Murchison and Gascoyne regions of Western Australia.

Miramar’s Board has a track record of successful discovery, development and production within Australia, Africa, and North America, and aims to create shareholder value through acquisition, exploration and monetisation of high-quality mineral assets.

For more information on Miramar Resources Limited, please visit the company’s website at www.miramarresources.com.au or contact:

Allan Kelly Mindy Ku Executive Chairman Company Secretary [email protected] [email protected]

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	Name of entity We (the entity here named) give notice of the issue,* conversion or payment up of the following unquoted +securities.	Miramar Resources Limited
1.2	Registration type and number Please supply your ABN, ARSN, ARBN, ACN or* another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ABN 34 635 359 965
1.3	*ASX issuer code	M2R
1.4	This announcement is Tick whichever is applicable.*	☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.4a	Reason for update Mandatory only if “Update” ticked in Q1.4 above. A* reason must be provided for an update.	N/A.
1.4b	Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.*	N/A.
1.4c	Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.*	N/A.
1.4d	Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.*	N/A.
1.5	*Date of this announcement	7 January 2021.

See chapter 19 for defined terms 31 January 2020

Page 1

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 2 – Type of issue

Part 2 –	Type of issue	payment up of equity +securities
Question No.	Question	Answer
2.1	The +securities the subject of this notification are: Select whichever item is applicable.* If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.	☐+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX ☐Partly paid +securities that have been fully paid up and that are not to be quoted on ASX ☒+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX ☐Other [please specify] If you have selected ‘other’ please provide the circumstances of the issue here:
2.2a.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)? Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.	N/A.
2.2a.2	And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.	N/A.
2.2b.1	Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)? Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.	N/A.
2.2b.2	And the date the+securities were fully paid up: Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.	N/A.

See chapter 19 for defined terms 31 January 2020

Page 2

This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities
2.2c.1	Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		Issue of 50,000 unlisted options exercisable at$0.48 expiring 6 January 2023.
2.2c.2	Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is* “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		Each option entitles the holder to subscribe for one Share in Miramar upon exercise of the option. A summary of the key terms of the Incentive Option Plan is attached to this announcement.
2.2c.3	Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is* “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		No.
2.2c.3.a	Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are* not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities N/A.
	insert the name of the associate in	“Name of registered holder”.

	Name of KMP	Name of registered holder		Number of +securities
	N/A.

2.2d.1	The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is* “Other”. You may select one or more of the items in the list.		N/A
2.2d.2	Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.		N/A
2.3	The +securities being issued are: Tick whichever is applicable*		☐Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") ☒New +securities in an unquoted class that is not yet recorded by ASX ("new class")

See chapter 19 for defined terms 31 January 2020

Page 3

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question No.	Question	Answer
3B.1	*Security description	Unlisted Options exercisable at $0.48 on or before 6 January 2023
3B.2	Security type Select one item from the list that best describes the* securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non- convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.	☐Ordinary fully or partly paid shares/units ☒Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Other
3B.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.	N/A
3B.4	*Number of +securities being issued	50,000
3B.5a	*Will all the +securities issued in this class rank equally in all respects from the issue date?	Yes
3B.5b	Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.5a is* “No”.	N/A
3B.5c	Provide the actual non-ranking end date Answer this question if your response to Q3B.5a is* “No” and your response to Q3B.5b is “Yes”.	N/A
3B.5d	Provide the estimated non-ranking end period Answer this question if your response to Q3B.5a is* “No” and your response to Q3B.5b is “No”.	N/A
3B.5e	Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3B.5a is* “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.	N/A

See chapter 19 for defined terms 31 January 2020

Page 4

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

3B.6	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.		Each option entitles the holder to subscribe for one Share in Miramar upon exercise of the option. A summary of the key terms of the Incentive Option Plan is attached.
3B.7	Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing.* (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.		No
3B.8a	Ordinary fully or partly paid shares/units Answer the questions in this section if you selected this	details security type in your response to Question 3B.2.
	+Security currency This is the currency in which the face amount of an* issue is denominated. It will also typically be the currency in which distributions are declared.	N/A
	*Will there be CDIs issued over the +securities?	N/A
	CDI ratio Answer this question if you answered “Yes” to the* previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).	N/A
	*Is it a partly paid class of +security?	N/A
	Paid up amount: unpaid amount Answer this question if answered “Yes” to the* previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).	N/A
	Is it a stapled +security? This is a security class that comprises a number of* ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.	N/A
3B.8b	Option details Answer the questions in this section if you selected this	security type in your response to Question 3B.2.
	+Security currency This is the currency in which the exercise price is* payable.	AUD

See chapter 19 for defined terms 31 January 2020

Page 5

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
	Exercise price The price at which each option can be exercised and* convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).	0.48
	Expiry date The date on which the options expire or terminate.*	6 January 2023
	Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive* one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“.	One fully paid ordinary shares (ASX:M2R)
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3B.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	Type of +security Select one item from the list*	N/A
	+Security currency This is the currency in which the face value of the* security is denominated. It will also typically be the currency in which interest or distributions are paid.	N/A
	Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).	N/A
	Interest rate type Select one item from the list* Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities	N/A
	Frequency of coupon/interest payments per year Select one item from the list.	N/A
	First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments	N/A
	Interest rate per annum Answer this question if the interest rate type is fixed.	N/A
	Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed.*	N/A

See chapter 19 for defined terms 31 January 2020

Page 6

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
	If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.	N/A
	Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating* or indexed	N/A
	What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating* or indexed and your response to the previous question is “Yes”.	N/A
	Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating* or indexed.	N/A
	What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating* or indexed and your response to the previous question is “Yes”.	N/A
	S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list* For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; • “Not applicable” means s128F is not applicable to this security	N/A
	*Is the +security perpetual (i.e. no maturity date)?	N/A
	Maturity date Answer this question if the security is not perpetual*	N/A
	Select other features applicable to the +security Up to 4 features can be selected. Further information* is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.	N/A
	*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?	N/A

See chapter 19 for defined terms 31 January 2020

Page 7

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

		payment up of equity +securities
	If yes, what is the first trigger date Answer this question if your response to the previous* question is “Yes”.	N/A
	Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“.	N/A

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes.
4.1a	What was their date of issue? Answer this question if your response to Q4.1 is* “Yes”.	7 January 2021
4.1b	What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.*	N/A
4.2	Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash* consideration, answer this question “No”.	No
4.2a	In what currency is the cash consideration being paid For example, if the consideration is being paid in* Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.	N/A
4.2b	What is the issue price per +security Answer this question if your response to Q4.2 is “Yes”* and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.	N/A
4.2c	Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”.	The issue of unlisted options was made pursuant to Miramar Incentive Option Plan.
4.3	Any other information the entity wishes to provide about the issue	N/A

See chapter 19 for defined terms 31 January 2020

Page 8

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue
Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.
5.1		*Total number of +securities on issue 4,987,500 1,350,000 6,495,080 6,650,000 3,000,000 1,560,000 6,000,000 50,000
	*ASX security code and description	*Total number of +securities on issue
	ASX: M2R M2RAA Ordinary Fully Paid Restricted M2RAC Ordinary Fully Paid Restricted M2RAD Ordinary Fully Paid Restricted M2RAB Option Expiring 22-Oct-2022 Restricted M2RAE Option Expiring 26-Jun-2025 Restricted M2RAF Option Expiring 22-Oct-2022 Restricted M2RAG Option Expiring 9-Oct-2023 Restricted [New] Option Expiring 6-Jan-2023	4,987,500 1,350,000 6,495,080 6,650,000 3,000,000 1,560,000 6,000,000 50,000

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or
your response to Q2.1 is “Other”

Question No.	Question	Answer
6.1	Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is* “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.	No

1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:
(a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
(b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
- a summary of the terms of the scheme.
- the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
See chapter 19 for defined terms

31 January 2020

Page 9

This appendix isnot available as an online form Please fill in and submit as a PDF announcement	This appendix isnot available as an online form Please fill in and submit as a PDF announcement	Appendix 3G Notification of issue, conversion or payment up of equity +securities
6.2	Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.*	No
6.2a	Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No”* and the response to Q6.2 is “Yes”.	N/A
6.2b	Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”* and the response to Q6.2 is “No”.	Yes
6.2b.1	How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”,* the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	50,000 unlisted options
6.2c	Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No”* and the response to Q6.2 is “No”.	No
6.2c.1	How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”,* the response to Q6.2 is “No” and the response to Q6.2c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	N/A

Introduced 01/12/19; amended 31/01/20

the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

See chapter 19 for defined terms

31 January 2020

Page 10

==> picture [594 x 68] intentionally omitted <==

INCENTIVE OPTION PLAN

Summary of Key Terms

The purpose of the Incentive Option Plan ( Plan ) is to:

(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to performance and the creation of Shareholder value;
(c) align the interests of Eligible Participants more closely with the interests of Shareholders by providing an opportunity for Eligible Participants to receive Shares;
(d) provide Eligible Participants with the opportunity to share in any future growth in value of the Company; and
(e) provide greater incentive for Eligible Participants to focus on the Company's longer term goals.
A summary of the key terms and conditions of the Plan is set out below.

Eligibility

Participants in the Option Plan may be:

(i) a Director (whether executive or non-executive) of the Company and any associated body corporate of the Company (each a Group Company );
(ii) a full or part time employee of any Group Company;
(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order ); or

	14/1000 as amended or replaced (Class Order); or
	(iv) a prospective participant, being a person to whom the offer is made but who can only accept the
	offer if an arrangement has been entered into that will result in the person becoming a participant
	under paragraphs (i), (ii), or (iii) above,
	who is declared by the Board to be eligible to receive grants of Options under the Option Plan
	(Eligible Participants).
Offer	The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible
	Participant (including an Eligible Participant who has previously received an offer) to apply for up to
	a specified number of Options, upon the terms set out in the Option Plan and upon such additional
	terms and conditions as the Board determines.
Plan limit	The Company must have reasonable grounds to believe, when making an offer in reliance of the
	Class Order, that the number of Shares to be received on exercise of Options offered under an
	offer, when aggregated with the number of Shares issued or that may be issued as a result of offers
	made in reliance on the Class Order at any time during the previous 3 year period under an
	employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a
	similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on
	issue at the date of the offer.
Issue price	Unless the Options are quoted on the ASX, Options issued under the Option Plan will be issued for
	no more than nominal cash consideration.
Vesting Conditions	An Option may be made subject to vesting conditions as determined by the Board in its discretion
	and as specified in the offer for the Option.
Vesting	The Board may in its absolute discretion by written notice to a Participant (being an Eligible
	Participant to whom Options have been granted under the Option Plan or their nominee where the
	Options have been granted to the nominee of the Eligible Participant (Relevant Person)), resolve to
	waive any of the Vesting Conditions applying to Options due to:
	(i) Special Circumstances arising in relation to a Relevant Person in respect of those Performance
	Rights, being:
	(A) a Relevant Person ceasing to be an Eligible Participant due to:
	(I) death or total or permanent disability of a Relevant Person; or
	(II) retirement or redundancy of a Relevant Person;
	(B) a relevant person suffering severe financial hardship;
	(C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant
	Offer made to and accepted by the Participant; or
	(D) any other circumstances determined by the Board at any time (whether before or after the
	Offer) and notified to the relevant Participant which circumstances may relate to the Participant,

www.miramarresources.com.au

==> picture [594 x 68] intentionally omitted <==

a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant; or

(ii) a change of control occurring; or
(iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
Lapse of an Option An Option will lapse upon the earlier to occur of:
(i) an unauthorised dealing in the Option;
(ii) a Vesting Condition in relation to the Option is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Option in the circumstances set out in paragraph relating to Vesting and Vesting Conditions or the Board resolves, in its absolute discretion, to allow the unvested Options to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iii) in respect of unvested Option only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Option in the circumstances set out in paragraph relating to Vesting and Vesting Conditions or the Board resolves, in its absolute discretion, to allow the unvested Options to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iv) in respect of vested Options only, a relevant person ceases to be an Eligible Participant and the Option granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;
(v) the Board deems that an Option lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

	(iv) in respect of vested Options only, a relevant person ceases to be an Eligible Participant and the Option granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant; (v) the Board deems that an Option lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
	(vi) the Company undergoes a change of control or a winding up resolution or order is made and the
	Board does not exercise its discretion to vest the Option;
	the expiry date of the Option.
Shares	Shares resulting from the exercise of the Options shall, subject to any Sale Restrictions from the
	date of issue, rank on equal terms with all other Shares on issue.
Sale Restrictions	The Board may, in its discretion, determine at any time up until exercise of Options, that a restriction
	period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible
	nominee) on exercise of those Options up to a maximum of seven (7) years from the grant date of
	the Options. In addition, the Board may, in its sole discretion, having regard to the circumstances at
	the time, waive any such restriction period determined.
Not transferrable	Subject to the Listing Rules, Options are only transferrable in Special Circumstances with the prior
	written consent of the Board (which may be withheld in its absolute discretion) or by force of law
	upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s
	trustee in bankruptcy.
No Participation	There are no participating rights or entitlements inherent in the Options and holders will not be
Rights	entitled to participate in new issues of capital offered to Shareholders during the currency of the
	Options.
Change in exercise	Unless specified in the offer of the Options and subject to compliance with the ASX Listing Rules, an
price of number of	Option does not confer the right to a change in exercise price or in the number of underlying Shares
underlying	over which the Option can be exercised.
securities
Reorganisation	If, at any time, the issued capital of the Company is reorganised (including consolidation,
	subdivision, reduction or return), all rights of a holder of an Option are to be changed in a manner
	consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
Trust	The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in
	respect of which a Participant may exercise, or has exercised, vested Options, including for the
	purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The
	trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon
	the terms of the trust. The Board may at any time amend all or any of the provisions of the Option
	Plan to effect the establishment of such a trust and the appointment of such a trustee.
Amendments	Subject to express restrictions set out in the Option Plan and complying with the Corporations Act,
	Listing Rules and any other applicable law, the Board may, at any time, by resolution amend or add
	to all or any of the provisions of the Option Plan, or the terms or conditions of any Option granted
	under the Option Plan including giving any amendment retrospective effect.

AI assistant

MIRAMAR RESOURCES LIMITED Share Issue/Capital Change 2021

65281_rns_2021-01-06_c123eaf3-02b0-43df-82e4-e1eeb3c15244.pdf

ISSUE OF OPTIONS

About Miramar Resources Limited

For more information on Miramar Resources Limited, please visit the company’s website at www.miramarresources.com.au or contact:

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Part 1 – Entity and announcement details

Part 2 – Type of issue

Part 3B – number and type of +securities being issued (new class)

Part 4 – Issue details

Part 5 – Unquoted +securities on issue

Part 6 – Other Listing Rule requirements