RESOURCES & ENERGY GROUP LIMITED — Share Issue/Capital Change 2021

Jul 15, 2021

ASX/Media Release 16 July 2021

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Resources & Energy Group Limited ( ASX: REZ or the Company ) advises that in conjunction with the recently announced new appointment to its Board, a review has been conducted of the long-term incentives granted to its executives and directors. No incentive options of any note have been granted to executives for a number of years.

In recognition of long-term service and future service, the board has determined to issue options as part of the Company’s incentive arrangements ( Incentive Options ). The issue is designed to ensure there is alignment of interests between the board, executives and the Company’s shareholders. The issue consists of 8 million Incentive Options each to directors Mr Gavin Rezos and Mr Richard Poole and a further 16m Incentive Options to other Board members and executives. The Incentive Options will have an exercise price of 8 cents and an expiry date of 5 years from the date of issue.

The Incentive Options will be issued under the terms of the Company’s Incentive Option Plan that was approved by shareholders at the 2020 Annual General Meeting (refer release to ASX made on 30 October 2020). The issue of Incentive Options to directors is subject to clearance by the ASX and requisite shareholder approval. A notice of meeting will be provided to shareholders in due course.

In addition, the Company has agreed to issue 8 million options to the Company’s advisor as part settlement of their fees for a placement arranged during FY2021 ( Advisor Options ). The Advisor Options will be on the same terms as the Incentive Options and will be made pursuant the Company’s capacity under Listing Rule 7.1.

Further information:

Richard Poole Operations Director E: communications@rezgroup.com.au P: +61 2 9227 8900

Approved for Release by the REZ Board

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ACN 162 869 276 ABN 68 162 869 276 Head Office: Level 33, 52 Martin Place, Sydney, NSW, 2000 Postal: Level 33, 52 Martin Place, Sydney, NSW, 2000 Twitter: @REZ_GOLD LinkedIN: REZGROUP T: +61 2 9227 8900 | F: +61 2 9227 8901 | E: admin@rezgroup.com.au | W: www.rezgroup.com.au