PERSEUS MINING LIMITED — Share Issue/Capital Change 2021

Apr 13, 2021

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

Questionno	Question	Answer
1.1	*Name of entityWe (the entity here named) give notice of the issue,conversion or payment up of the following unquoted+securities.	Perseus Mining Limited
1.2	*Registration type and numberPlease supply your ABN, ARSN, ARBN, ACN oranother registration type and number (if you supplyanother registration type, please specify both the typeof registration and the registration number).	ACN 106 808 986
1.3	*ASX issuer code	PRU
1.4	*This announcement isTick whichever is applicable.	☒A new announcement☐An update/amendment to a previousannouncement☐A cancellation of a previousannouncement
1.4a	*Reason for updateMandatory only if "Update" ticked in Q1.4 above. Areason must be provided for an update.
1.4b	*Date of previous announcement to thisupdateMandatory only if "Update" ticked in Q1.4 above.
1.4c	*Reason for cancellationMandatory only if "Cancellation" ticked in Q1.4 above.
1.4d	*Date of previous announcement to thiscancellationMandatory only if "Cancellation" ticked in Q1.4 above.
1.5	*Date of this announcement	14 April 2021

Part 2 – Type of issue

QuestionNo.	Question	Answer
2.1	*The +securities the subject of thisnotification are:Select whichever item is applicable.If you wish to notify ASX of different types of issues ofsecurities, please complete a separate Appendix 3Gfor each type of issue.	☐ +Securities issued as a result of optionsbeing exercised or other +convertible+securities being converted and that arenot to be quoted on ASX☐ Partly paid +securities that have beenfully paid up and that are not to bequoted on ASX☒ +Securities issued under an +employeeincentive scheme that are not beingimmediately quoted on ASX☐ Other[please specify]If you have selected 'other' please provide thecircumstances of the issue here:
2.2a.1	Please state the number and type ofoptions that were exercised or other+convertible securities that were converted(including their ASX security code ifavailable)?Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX".
2.2a.2	And the date the options were exercised orother +convertible securities wereconverted:Answer this question if your response to Q2.1 is"securities issued as a result of options beingexercised or other convertible securities beingconverted and that are not to be quoted on ASX".Note: If this occurred over a range of dates, enter thedate the last of the options was exercised orconvertible securities was converted.
2.2b.1	Please state the number and type of partlypaid +securities that were fully paid up(including their ASX security code ifavailable)?Answer this question if your response to Q2.1 is"partly paid securities that have been paid up and thatare not to be quoted on ASX".
2.2b.2	And the date the +securities were fully paidup:Answer this question if your response to Q2.1 is"partly paid securities that have been paid up and thatare not to be quoted on ASX".Note: If this occurred over a range of dates, enter thedate the last of the securities was fully paid up.

2.2c.1	Please state the number and type of+securities (including their ASX securitycode) issued under an +employeeincentive scheme that are not beingimmediately quoted on ASXAnswer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		November 2020	1,000,000 Performance Rights. Eachperformance right will convert to an ordinaryshare upon satisfaction of vesting criteria(principally comparison of total shareholderreturn against a peer group during theperiod commencing 1 July 2020 and ending30 June 2023), subject to the terms andconditions of the Company's PerformanceRights Plan approved by shareholders in
2.2c.2	*Please attach a document or providedetails of a URL link for a document lodgedwith ASX detailing the terms of the+employee incentive scheme or asummary of the terms.Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".			See attached summary of terms
2.2c.3	*Are any of these +securities being issuedto +key management personnel (KMP) oran +associateAnswer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".		Yes
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 arenot being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the tablebelow for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of theKMP 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".		Number of +securities
	Name of KMPLee-Anne de Bruin	Name of registered holdersame		500,000
2.2d.1	*The purpose(s) for which the entity isissuing 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.		☐ To payAdditional details:	☐ To raise additional working capital☐ To fund the retirement of debtfor the acquisition of an asset[provide details below]☐ To pay for services rendered[provide details below]☐ Other [provide details below]

2.2d.2	Please provide any further informationneeded to understand the circumstances inwhich you are notifying the issue of these+securities to ASX, including (if applicable)why the issue of the +securities has notbeen previously announced to the marketin an Appendix 3BYou must answer this question if your response toQ2.1 is "Other". If there is no other information toprovide, please answer "Not applicable" or "N/A".
2.3	*The +securities being issued are:Tick whichever is applicable	☒ Additional +securities in an existingunquoted class that is already recordedby ASX ("existing class")
		☐ New +securities in an unquotedclassthat is not yet recorded by ASX ("newclass")

Part 3A – number and type of +securities being issued (existing class)

QuestionNo.	Question	Answer
3A.1	*ASX security code & description	PRUAI performance rights. Eachperformance right will convert to anordinary share upon satisfaction of vestingcriteria subject to the terms and conditionsof the Company's Performance Rights Planapproved by shareholders in November2020
3A.2	*Number of +securities being issued	1,000,000
3A.3a	*Will the +securities being issued rankequally in all respects from their issue datewith the existing issued +securities in thatclass?	Yes
3A.3b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3A.3a is"No".
3A.3c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "Yes".
3A.3d	*Provide the estimated non-ranking endperiodAnswer this question if your response to Q3A.3a is"No" and your response to Q3A.3b is "No".

Answer the questions in this part if your response to Q2.3 is "existing class".

3A.3e	*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 Q3A.3a is"No".
	For example, the securities may not rank at all, or mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.

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

QuestionNo.	Question	Answer
3B.1	*Security description
3B.2	*Security typeSelect one item from the list that best describes thesecurities the subject of this form. This will determinemore detailed questions to be asked about the securitylater in this section. Select "ordinary fully or partly paidshares/units" for stapled securities or CDIs. For interestrate securities, please select the appropriate choicefrom either "Convertible debt securities" or "Nonconvertible debt securities". Select "Other" forperformance shares/units and performanceoptions/rights or if the selections available in the list donot 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 codeAnswer this question if you are an entity incorporatedoutside Australia and you are issuing a new class ofsecurities other than CDIs. See also the note at the topof this form.
3B.4	*Number of +securities being issued
3B.5a	*Will all the +securities issued in this classrank equally in all respects from the issuedate?
3B.5b	*Is the actual date from which the+securities will rank equally (non-rankingend date) known?Answer this question if your response to Q3B.5a is"No".
3B.5c	*Provide the actual non-ranking end dateAnswer this question if your response to Q3B.5a is"No" and your response to Q3B.5b is "Yes".
3B.5d	*Provide the estimated non-ranking endperiodAnswer this question if your response to Q3B.5a is"No" and your response to Q3B.5b is "No".

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

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 mayrank proportionately based on the percentage of theperiod in question they have been on issue, for thenext dividend, distribution or interest payment; or theymay not be entitled to participate in some other event,such as an entitlement issue.
3B.6	Please attach a document or provide a URLlink for a document lodged with ASX settingout the material terms of the +securitiesbeing issued
	You may cross reference a disclosure document, PDS,information memorandum, investor presentation orother announcement with this information provided ithas been released to the ASX Market AnnouncementsPlatform.
3B.7	*Have you received confirmation from ASXthat the terms of the +securities areappropriate and equitable under listing rule6.1?
	Answer this question only if you are an ASX Listing.(ASX Foreign Exempt Listings and ASX Debt Listingsdo not have to answer this question).
	If your response is "No" and the securities have anyunusual terms, you should approach ASX as soon aspossible for confirmation under listing rule 6.1 that theterms are appropriate and equitable.
3B.8a	Ordinary fully or partly paid shares/units detailsAnswer the questions in this section if you selected this security type in your response to Question 3B.2.
	*+Security currencyThis is the currency in which the face amount of anissue is denominated. It will also typically be thecurrency in which distributions are declared.
	*Will there be CDIs issued over the+securities?
	*CDI ratio
	Answer this question if you answered "Yes" to theprevious question. This is the ratio at which CDIs canbe transmuted into the underlying security (e.g. 4:1means 4 CDIs represent 1 underlying securitywhereas 1:4 means 1 CDI represents 4 underlyingsecurities).
	*Is it a partly paid class of +security?
	*Paid up amount: unpaid amount
	Answer this question if answered "Yes" to theprevious question.
	The paid up amount represents the amount ofapplication money and/or calls which have been paidon any security considered 'partly paid'
	The unpaid amount represents the unpaid or yet to becalled amount on any security considered 'partlypaid'.
	The amounts should be provided per the security

This appendix is not available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or

	*Is it a stapled +security?
	This is a security class that comprises a number ofordinary shares and/or ordinary units issued byseparate entities that are stapled together for thepurposes of trading.
3B.8b	Option details
	Answer the questions in this section if you selected this security type in your response to Question 3B.2.
	*+Security currencyThis is the currency in which the exercise price ispayable.
	*Exercise priceThe price at which each option can be exercised andconvert into the underlying security. If there is noexercise price please answer as $0.00.
	The exercise price should be provided per thesecurity currency (i.e. if the security currency is AUD,the exercise price should be expressed in AUD).
	*Expiry dateThe date on which the options expire or terminate.
	*Details of the number and type of+security (including its ASX security code ifthe +security is quoted on or recorded byASX) that will be issued if an option isexercisedFor example, if the option can be exercised to receive
	one fully paid ordinary share with ASX security codeABC, please insert "One fully paid ordinary share(ASX:ABC)".
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, orredeemable preference shares/units
	Answer the questions in this section if you selected one of these security types in your response to Question3B.2.
	Debt and Hybrid Securities" for further information on certain terms used in this section	Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted
	*Type of +securitySelect one item from the list	☐ Simple corporate bond☐ Non-convertible note or bond
		☐ Convertible note or bond
		☐ Preference share/unit
		☐ Capital note
		☐ Hybrid security
		☐ Other
	*+Security currencyThis is the currency in which the face value of thesecurity is denominated. It will also typically be thecurrency in which interest or distributions are paid.
	Face value
	This is the principal amount of each security.
	The face value should be provided per the securitycurrency (i.e. if security currency is AUD, then theface value per security in AUD).

This appendix is not available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or

*Interest rate type	☐ Fixed rate
Select one item from the list	☐ Floating rate
Select the appropriate interest rate type per the termsof the security. Definitions for each type are provided	☐ Indexed rate
in the Guide to the Naming Conventions and SecurityDescriptions for ASX Quoted Debt and Hybrid	☐ Variable rate
Securities	☐ Zero coupon/no interest
	☐ Other
Frequency of coupon/interest payments	☐ Monthly
per year	☐ Quarterly
Select one item from the list.	☐ Semi-annual
	☐ Annual
	☐ No coupon/interest payments
	☐ Other
First interest payment date
A response is not required if you have selected "Nocoupon/interest payments" in response to the
question above on the frequency of coupon/interestpayments
Interest rate per annum	% p.a.
Answer this question if the interest rate type is fixed.
*Is the interest rate per annum estimated
at this time?
Answer this question if the interest rate type is fixed.
If the interest rate per annum is estimated,
then what is the date for this information tobe 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.
*Does the interest rate include a reference
rate, base rate or market rate (e.g. BBSWor CPI)?
Answer this question if the interest rate type is floating
or indexed
*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 previousquestion is "Yes".
*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.
*What is the margin above the reference	% p.a.
rate, base rate or market rate (expressedas a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previousquestion is "Yes".

This appendix is not available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or

*S128F of the Income Tax Assessment Act	☐ s128F exempt
status applicable to the +security	☐ Not s128F exempt
Select one item from the list	☐ s128F exemption status unknown
For financial products which are likely to give rise to apayment to which s128F of the Income Tax	☐ Not applicable
Assessment Act applies, ASX requests issuers toconfirm the s128F status of the security:
•"s128F exempt" means interest payments are nottaxable to non-residents;
•"Not s128F exempt" means interest payments aretaxable to non-residents;
•"s128F exemption status unknown" means theissuer is unable to advise the status;
•"Not applicable" means s128F is not applicable tothis security
*Is the +security perpetual (i.e. no maturitydate)?
*Maturity date
Answer this question if the security is not perpetual
*Select other features applicable to the	☐ Simple
+security	☐ Subordinated
Up to 4 features can be selected. Further informationis available in the Guide to the Naming Conventions	☐ Secured
and Security Descriptions for ASX Quoted Debt and	☐ Converting
Hybrid Securities.	☐ Convertible
	☐ Transformable
	☐ Exchangeable
	☐ Cumulative
	☐ Non-Cumulative
	☐ Redeemable
	☐ Extendable
	☐ Reset
	☐ Step-Down
	☐ Step-Up
	☐ Stapled
	☐ None of the above
*Is there a first trigger date on which a rightof conversion, redemption, call or put canbe exercised (whichever is first)?
*If yes, what is the first trigger date
Answer this question if your response to the previousquestion is "Yes".
Details of the number and type of +security(including its ASX security code if the+security is quoted on ASX) that will beissued if the securities to be quoted areconverted, transformed or exchanged
Answer this question if the security features include"converting", "convertible", "transformable" or"exchangeable".
For example, if the security can be converted into1,000 fully paid ordinary shares with ASX securitycode ABC, please insert "1,000 fully paid ordinaryshares (ASX:ABC)".

Part 4 – Issue details

QuestionNo.	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".	14 April 2021
4.1b	*What is their proposed date of issue?Answer this question if your response to Q4.1 is "No".
4.2	*Are the +securities being issued for acash consideration?If the securities are being issued for nil cashconsideration, answer this question "No".	No
4.2a	*In what currency is the cash considerationbeing paidFor example, if the consideration is being paid inAustralian Dollars, state AUD.Answer this question if your response to Q4.2 is"Yes".
4.2b	*What is the issue price per +securityAnswer this question if your response to Q4.2 is "Yes"and by reference to the issue currency provided inyour response to Q4.2a.Note: you cannot enter a nil amount here. If thesecurities are being issued for nil cash consideration,answer Q4.2 as "No" and complete Q4.2c.
4.2c	Please describe the consideration beingprovided for the +securitiesAnswer this question if your response to Q4.2 is "No".	Performance rights (issued under the termsof the Company's Performance Rights Plan)were issued at nil prices as part of employeeremuneration.
4.3	Any other information the entity wishes toprovide about the issue

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

*ASX security code and description	*Total number of +securities on issue
Vested Performance Rights converting to fullypaid ordinary shares on a 1 for 1 basis onexercise with an expiry date of 30 June 2025.	775,000
Performance Rights converting to fully paidordinary shares on a 1 for 1 basis on satisfactionof specified conditions, with a vesting andmeasurement period ending 30 June 2021	260,580
Performance Rights converting to fully paidordinary shares on a 1 for 1 basis on satisfactionof specified conditions, with a vesting andmeasurement period ending 31 December 2021.	8,941,666
Performance Rights converting to fully paidordinary shares on a 1 for 1 basis on satisfactionof specified conditions, with a vesting andmeasurement period ending 30 June 2022.	8,961,000
Performance Rights converting to fully paidordinary shares on a 1 for 1 basis on satisfactionof specified conditions, with a vesting andmeasurement period ending 30 June 2023.	5,078,127

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"

QuestionNo.	Question	Answer
6.1	*Are the securities being issued underListing Rule 7.2 exception 131 and thereforethe issue does not need any security holderapproval under Listing Rule 7.1?Answer this question if your response to Q2.1 is"securities issued under an employee incentivescheme that are not being immediately quoted onASX".	Yes, the Performance Rights are beingissued under the Company's PerformanceRights Plan approved by shareholders inNovember 2020
6.2	*Has the entity obtained, or is it obtaining,+security holder approval for the issueunder listing rule 7.1?Answer this question if the response to Q6.1 is "No".
6.2a	*Date of meeting or proposed meeting toapprove the issue under listing rule 7.1Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "Yes".
6.2b	*Are any of the +securities being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No"and the response to Q6.2 is "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;
  • 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).

6.2b.1	*How many +securities are being issuedwithout +security holder approval using theentity's 15% placement capacity underlisting rule 7.1?Answer this question if the response to Q6.1 is "No",the response to Q6.2 is "No" and the response toQ6.2b is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure B to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1 to issuethat number of securities.
6.2c	*Are any of the +securities being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder 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".
6.2c.1	*How many +securities are being issuedwithout +security holder approval using theentity's additional 10% placement capacityunder 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 toQ6.2c is "Yes".Please complete and separately send by email to yourASX listings adviser a work sheet in the form ofAnnexure C to Guidance Note 21 confirming the entityhas the available capacity under listing rule 7.1A toissue that number of securities.

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

ATTACHMENT TO ASX FORM 3G

KEY TERMS OF THE PERSEUS MINING LIMITED PERFORMANCE RIGHTS PLAN

The current version of the Performance Rights Plan was approved by shareholders at the AGM in November 2020 and applies to all Performance Rights currently on issue.

• (i) Participation: The Performance Rights Plan is available to Eligible Participants, as defined below, of the Company and its related bodies corporate, as such term is defined in the Corporations Act (collectively, the "Group" and each a "Group Member"). Eligible Participants are full and part-time employees and directors of a Group Member, and Eligible Contractors (collectively, "Eligible Participants"). An Eligible Contractor means an individual, or company, that has performed work for a Group Member for more than 12 months and received 80% or more of its income from a Group Member. No payment is required for a grant of Performance Rights, nor for the conversion of the Performance Rights to ordinary shares.
• (ii) Maximum Number Issuable: An invitation to apply for Performance Rights will not be made where the grant of Performance Rights contemplated by the invitation would result in the Company exceeding the limit that applies under ASIC Class Order 03/184 (replaced by Class Order 14/1000 in 2014) or any subsequent or replacement class order in respect of new issues of securities under employee share schemes. The limit that currently applies is 5% of the issued capital of the Company. The Performance Rights Plan also provides that the maximum number of Shares that may be issuable pursuant to Performance Rights under the Performance Rights Plan, together with all of the Company's other previously established or proposed security based compensation arrangements, shall not exceed 10% of the Company's total issued shares from time to time. The Performance Rights Plan does not set out a maximum number of Performance Rights that may be granted to insiders of the Company or to any one person or company.
• (iii) Vesting: Vesting conditions may be determined by the Board at the time an invitation is made, and may include a minimum employment term. Performance Rights may not be exercised until vesting conditions, as specified in the invitation or grant letter, have been met. The Board has the discretion not to impose vesting conditions. As described further in item (xi) below, the Board has the power to amend or waive vesting conditions.
• (iv) Lapse: Unless the Board determines otherwise in its absolute discretion, a Performance Right will lapse on the earliest to occur of: (a) a purported transfer, assignment, mortgage, charge, disposition of or encumbrance of the Performance Right, other than with the prior written consent of the Board; (b) the holder of such Performance Right (a "Performance Rights Holder") ceasing to be an Eligible Person for any reason, subject to the provisions described below; (c) a determination by the Board that a Performance Rights Holder has acted fraudulently or dishonestly or is in breach of his or her obligations to any Group Member; (d) subject to any automatic vesting in accordance with the Performance Rights Plan, if applicable vesting conditions have not been met in the prescribed period; (e) the expiry date set out in the related invitation; or (f) the seventh anniversary of the grant of the Performance Right.
• (v) Cessation of Entitlement –Death or Ill Health: Subject to any invitation's terms and conditions, if a holder of a Performance Right ceases to be an Eligible Person due to ill health or death, then (a) if all relevant vesting conditions are met or no vesting conditions are imposed, Performance Rights may be exercised (by the personal representatives in the case of death) until it lapses in accordance with the terms of the Performance Rights Plan; or (b) if any relevant vesting conditions have not been met, the Performance Rights will automatically lapse immediately upon the Performance Rights Holder ceasing to be an Eligible Participant, unless the Board determines otherwise that all or a portion of those Performance Rights immediately vest, notwithstanding non-fulfilment of the vesting conditions.
• (vi) Cessation of Entitlement Termination for Cause: Subject to any invitation's terms and conditions, if the holder of a Performance Right is terminated for cause, then (a) if all relevant vesting conditions are met or no vesting conditions are imposed, the right to exercise Performance Rights is immediately suspended for a period of 10 Business Days, during which period the Board may determine to lift the suspension and allow such Performance Rights to be exercisable for a period of 20 Business Days after

the holder ceases to be an Eligible Participant, following which such Performance Rights will lapse (however, if the Board does not determine to lift the suspension, the Performance Rights will automatically lapse at the end of the 10 Business Day suspension); or (b) if any relevant vesting conditions have not been met, the Performance Rights will lapse on the day the holder ceases to be an Eligible Participant.

• (vii) Cessation of Entitlement Termination by Consent or Cessation of Employment for Other Reasons: Subject to any invitation's terms and conditions, if a holder of a Performance Right ceases to be an Eligible Participant (a) by their own volition, with the written consent of the Board; (b) by reason of redundancy; or (c) for reasons other than ill health or death, termination for cause or by consent, or redundancy, then: (A) if all relevant vesting conditions are met or no vesting conditions are imposed, the Performance Rights may be exercised for a period of 20 Business Days after the holder ceases to be an Eligible Person, following which such Performance Rights will lapse; or (B) if any relevant vesting conditions have not been met, the Performance Rights will lapse on the day the Performance Rights Holder ceases to be an Eligible Participant, unless the Board determines otherwise that all or a portion of those Performance Rights immediately vest, notwithstanding non-fulfilment of the vesting condition.
• (viii) Change of Control: Subject to the terms and conditions of a grant of a Performance Right, unvested Performance Rights automatically vest and are automatically exercised on the occurrence of a change of control.
• (ix) Winding up/Reorganisation: The Board may, in its absolute discretion, permit the exercise of Performance Rights, irrespective of whether the relevant vesting conditions have been met, during such period as the Board determines where the Company passes a resolution for voluntary winding up or an order is made for the Company's compulsory winding up. In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued shares, the number of Performance Rights to which each Performance Rights Holder is entitled will be adjusted in the manner provided for in the listing rules applicable at the time the reorganisation comes into effect.
• (x) Assignability: Performance Rights will be transferable or assignable only with the prior written consent of the Board, which may be withheld in its absolute discretion. If a holder of a Performance Right purports to transfer, assign, mortgage, charge or otherwise dispose of or encumber any Performance Rights without Board consent, the Performance Rights immediately lapse. Performance Rights are transferable to the extent necessary to allow exercise by personal representatives pursuant to the Performance Rights Plan in the event of death of the holder.
• (xi) Amendments: Subject to the rules of the TSX and ASX, the Board may at any time amend or add to all or any of the provisions of the Performance Rights Plan, or the terms or conditions of any Performance Right granted under the Performance Rights Plan, including vesting conditions. Specifically, the Board may amend provisions of the Performance Rights Plan, or the terms or conditions of any Performance Right, for the purposes described as items (a), (b) or (c) below and amend or waive vesting conditions, without shareholder approval. Despite the foregoing, no amendment may be made to the terms of a Performance Right without the consent of the holder of the Performance Right if the effect of the amendment is to reduce the rights of the holder of such Performance Right, other than an amendment introduced primarily (a) for the purpose of complying with present or future legislation or regulations applicable to the Company or the Performance Rights Plan; (b) to correct any manifest error or mistake; or (c) to take into consideration adverse tax implications in respect of the Performance Rights Plan.