RUMBLE RESOURCES LIMITED — Share Issue/Capital Change 2020

Apr 2, 2020

3 April 2020

Change in Securities

Rumble Resources Ltd (ASX: RTR) ("Rumble" or "the Company") advises that it has issued 2,000,000 unlisted incentive options to key members of its exploration team. The options have an exercise price of $0.15 and expire in 36 months. The option issue has been completed to incentivise exploration success aligning the exploration team with value creation for shareholders. The Options have been issued in accordance with the Company's Employee Incentive Plan.

The resultant issued capital for the Company is as follows.

Security Name	Total Holdings
ORDINARY FULLY PAID SHARES	446,694,963
UNL OPTS EX AT $0.03 ON OR BEFORE 8/9/20	4,000,000
UNL OPTS EX AT $0.08 EXP 22/12/2020	9,000,000
UNL OPTS EX AT $0.00 EXP 26/07/2023*	15,000,000
UNL OPTS EX AT $0.15 EXP 31/12/2022	5,000,000
UNL OPTS EX AT $0.15 EXP 01/04/2023	2,000,000

*subject to VWAP milestones of $0.20, $0.30, $0.40, $0.50, $1.00 and $2.00

Please refer enclosed Appendix 3G in respect of the allotment of the options.

Authorised for release by: Shane Sikora Managing Director

About Rumble Resources Ltd

Rumble Resources Ltd is an Australian based exploration company, officially admitted to the ASX on the 1st July 2011. Rumble was established with the aim of adding significant value to its current mineral exploration assets and will continue to look at mineral acquisition opportunities both in Australia and abroad.

Rumble Resources Ltd

Suite 9, 36 Ord Street, West Perth, WA 6005

T +61 8 6555 3980

F +61 8 6555 3981

rumbleresources.com.au

ASX RTR

Executives & Management

Mr Shane Sikora Managing Director

Mr Brett Keillor Technical Director

Mr Matthew Banks Non-executive Director

Mr Michael Smith Non-executive Director

Mr Steven Wood Company Secretary

Mr Mark Carder Exploration Manager

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.	Rumble Resources 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 148 214 260
1.3	*ASX issuer code	RTR
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.	n/a
1.4b	*Date of previous announcement to thisupdateMandatory only if "Update" ticked in Q1.4 above.	n/a
1.4c	*Reason for cancellationMandatory only if "Cancellation" ticked in Q1.4 above.	n/a
1.4d	*Date of previous announcement to thiscancellationMandatory only if "Cancellation" ticked in Q1.4 above.	n/a
1.5	*Date of this announcement	3 April 2020

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".	n/a
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.	n/a
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".	n/a
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.	n/a

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".		1 April 2023).	2,000,000 unlisted incentive options ($0.15,
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".		df/43n2qlfpbhjjs0.pdf	https://www.asx.com.au/asxpdf/20171009/p
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".		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 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".
	Name of KMP	Name of registered holder		Number of +securities
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".		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
3A.2	*Number of +securities being issued
3A.3a	*Will the +securities being issued rankequally in all respects from their issue datewith the existing issued +securities in thatclass?
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".
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 reasonAnswer 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.

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

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".

QuestionNo.	Question	Answer
3B.1	*Security description	Unlisted options ($0.15, 1 April 2023)

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

payment up of equity +securities

3B.2	*Security type	☐ Ordinary fully or partly paid shares/units
	Select one item from the list that best describes thesecurities the subject of this form. This will determine	☒ Options
	more detailed questions to be asked about the security	☐ +Convertible debt securities
	later in this section. Select "ordinary fully or partly paidshares/units" for stapled securities or CDIs. For interest	☐ Non-convertible +debt securities
	rate securities, please select the appropriate choicefrom either "Convertible debt securities" or "Non	☐ Redeemable preference shares/units
	convertible debt securities". Select "Other" forperformance shares/units and performance	☐ Other
	options/rights or if the selections available in the list donot appropriately describe the security being issued.
3B.3	ISIN code
	Answer 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	2,000,000
3B.5a	*Will all the +securities issued in this class	Yes.
	rank equally in all respects from the issuedate?
3B.5b	*Is the actual date from which the	n/a
	+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 date	n/a
	Answer 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 endperiod	n/a
	Answer this question if your response to Q3B.5a is"No" and your response to Q3B.5b is "No".
3B.5e	*Please state the extent to which the+securities do not rank equally:	n/a
	•in relation to the next dividend,
	distribution or interest payment; or
	•for any other reasonAnswer 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 URL	The options are being issued to the
being issued	link for a document lodged with ASX setting	Company's exploration staff to align them
	out the material terms of the +securities	with generating shareholder value.1,000,000 of the options are subject to the
	You may cross reference a disclosure document, PDS,information memorandum, investor presentation or	time-based vesting condition over a 12-month period. 1,000,000 vest
	other announcement with this information provided ithas been released to the ASX Market AnnouncementsPlatform.	immediately. Refer Annexure A.

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.	No
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?	Yes or No
	*CDI ratio	X:Y
	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?	Yes or No
	*Paid up amount: unpaid amount	X:Y
	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 securitycurrency (e.g. if the security currency is AUD, then thepaid up and unpaid amount per security in AUD).
	*Is it a stapled +security?	Yes or No
	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.	AUD
	*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).	$0.15
	*Expiry dateThe date on which the options expire or terminate.	1 April 2023

	*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 receiveone 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 +security	☐ Simple corporate bond
	Select one item from the list	☐ Non-convertible note or bond
		☐ Convertible note or bond
		☐ Preference share/unit
		☐ Capital note
		☐ Hybrid security
		☐ Other
	*+Security currency
	This 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).
	*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 yearSelect one item from the list.	☐ Quarterly
		☐ Semi-annual
		☐ Annual
		☐ No coupon/interest payments
		☐ Other
	First interest payment dateA response is not required if you have selected "Nocoupon/interest payments" in response to thequestion above on the frequency of coupon/interestpayments
	Interest rate per annumAnswer this question if the interest rate type is fixed.	% p.a.

*Is the interest rate per annum estimatedat this time?	Yes or No
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 fixedand your response to the previous question is "Yes".Answer "Unknown" if the date is not known at thistime.
*Does the interest rate include a referencerate, base rate or market rate (e.g. BBSWor CPI)?Answer this question if the interest rate type is floatingor indexed	Yes or No
*What is the reference rate, base rate ormarket rate?Answer this question if the interest rate type is floatingor indexed and your response to the previousquestion is "Yes".
*Does the interest rate include a marginabove the reference rate, base rate ormarket rate?Answer this question if the interest rate type is floatingor indexed.	Yes or No
*What is the margin above the referencerate, base rate or market rate (expressedas a percent per annum)Answer this question if the interest rate type is floatingor indexed and your response to the previousquestion is "Yes".	% p.a.
*S128F of the Income Tax Assessment Actstatus applicable to the +securitySelect one item from the listFor financial products which are likely to give rise to apayment to which s128F of the Income TaxAssessment 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	☐ s128F exempt☐ Not s128F exempt☐ s128F exemption status unknown☐ Not applicable
*Is the +security perpetual (i.e. no maturitydate)?*Maturity date	Yes or No
Answer this question if the security is not perpetual

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

*Select other features applicable to the+securityUp to 4 features can be selected. Further informationis available in the Guide to the Naming Conventionsand Security Descriptions for ASX Quoted Debt andHybrid Securities.	☐ Simple☐ Subordinated☐ Secured☐ Converting☐ Convertible☐ Transformable☐ Exchangeable☐ Cumulative☐ Non-Cumulative☐ Redeemable☐ Extendable☐ Reset☐ Step-Down☐ Step-Up☐ Stapled
*Is there a first trigger date on which a rightof conversion, redemption, call or put canbe exercised (whichever is first)?	☐ None of the aboveYes or No
*If yes, what is the first trigger dateAnswer 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 exchangedAnswer 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".	1 April 2020
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 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".	n/a
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.	n/a
4.2c	Please describe the consideration beingprovided for the +securitiesAnswer this question if your response to Q4.2 is "No".	Provided as additional incentive toexploration staff in connection with theiremployment with the Company and aligningthem with the creation of shareholder value.
4.3	Any other information the entity wishes toprovide about the issue	Nil

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.

*ASX security code and description	*Total number of +securities on issue
RTRAB OPTION EXPIRING VARIOUS DATESEX VARIOUS PRICES	31,000,000
RTRAM OPTION EXPIRING 08-SEP-2020 EX3C	4,000,000

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"

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
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".	n/a
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".	n/a
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".	n/a

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.	n/a
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".	n/a
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.	n/a

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

ANNEXURE A – OPTION TERMS AND CONDITIONS

1. Entitlement

Each Incentive Option (Option) entitles the holder to subscribe for one Share upon exercise of the Option.

2. Exercise Price

The Options have a $0.15 exercise price (Exercise Price).

3. Expiry Date

Each Option will expire on the earlier of:

• (a) 5.00pm (WST) on a date that is three (3) years from the date of issue; and
• (b) the holder's employment with the Company becoming terminated other than in circumstances where the holder is a Good Leaver,

(Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

Upon vesting, the Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

5. Vesting Conditions

• (a) The Incentive Options will vest on the earlier of:
  • (i) the 12 month anniversary of the issue of the Incentive Options, or:
  • (ii) a Change in Control Event occurring;

The vesting of Options is subject to the continuous employment of the holder at all times during the respective timeframe.

• (b) For the purposes of this paragraph, a Change in Control Event means:
  • (i) the occurrence of:
    • (A) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and
    • (B) that takeover bid has become unconditional (except any condition in relation to the cancellation or exercise of the Options); or
  • (ii) the announcement by the Company that:
    • (A) shareholders of the Company have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:
    • (B) cancelled; or

(C) transferred to a third party; and

the Court, by order, approves the proposed scheme of arrangement.

6. Notice of Exercise

Subject to paragraph 5, the Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise).

7. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise (Exercise Date).

8. Quotation

The Options are unquoted. No application for quotation of the Options will be made by the Company.

9. Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

10. Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
• (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
• (c) if admitted to the official list of ASX at the time, subject to any restriction or escrow arrangements imposed by ASX, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under 10(a) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

11. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

12. Reconstruction of capital

In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the expiry date of the Options, all rights of the Option holder will be varied in accordance with the Listing Rules.

13. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. However, the Company will give the holders of Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

14. Change in exercise price

There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro-rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).

15. Adjustment for bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the holder would have received if the holder of the Options had exercised the Option before the record date for the bonus issue; and
• (b) no change will be made to the Option exercise price.

16. Transferability

The Options are not transferable.

17. Employee Securities Incentive Plan

The Options are issued pursuant to and are subject to the Company's Employee Securities Incentive Plan. In the event of conflict between a provision of these terms and conditions and the Scheme, these terms and conditions prevail to the extent of that conflict.