TRUE NORTH COPPER LIMITED — Proxy Solicitation & Information Statement 2021

Jun 17, 2021

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DUKE EXPLORATION LIMITED ACN 119 421 868

NOTICE OF EXTRAORDINARY GENERAL MEETING

TIME : 10:00am (Brisbane time) DATE : Tuesday, 20 July 2021 PLACE : GRT Lawyers, Level 27, 111 Eagle Street, Brisbane, Queensland

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on (+61 7) 5447 7693 .

CONTENTS PAGE

Notice of Extraordinary General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	14
Proxy Form
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that an Extraordinary general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (Brisbane time) on Tuesday, 20 July 2021 at GRT Lawyers, Level 27, 111 Eagle Street Brisbane, Queensland. The meeting will be webcast through a platform which allows Shareholders to be present during the Meeting.

YOUR VOTE IS IMPORTANT

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 7:00pm (Brisbane time) on Sunday, 18 July 2021.

VOTING IN PERSON

To vote in person, attend the Extraordinary General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting (“Meeting”) of Shareholders of Duke Exploration Limited (“Duke Exploration” or “the Company”) will be held at 10:00am (Brisbane time) on Tuesday, 20 July 2021 at GRT Lawyers, Level 27, 111 Eagle Street Brisbane, Queensland. The meeting will be webcast through a platform which allows Shareholders to be present during the Meeting.

The Explanatory Statement provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 11,228,229 Shares on the terms and conditions set out in the Explanatory Statement. ”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and an associate of that person.

However, the Company need not disregard a vote if it is cast by a person as:

(a) a proxy or attorney for a person who is entitled to vote on the resolution in accordance with the directions of the Proxy Form or attorney to vote on the resolution in that way; or

(b) the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction on the Proxy Form to vote as the chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. RESOLUTION 2 – APPROVAL OF ISSUE OF SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

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“ That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 11,000,000 Shares on the terms and conditions set out in the Explanatory Statement. ”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reasonof being a holder of ordinary shares in the Company) and an associate of that person.

However, the Company need not disregard a vote if it is cast by a person as:

(a) a proxy or attorney for a person who is entitled to vote on the resolution in accordance with the directions of the Proxy Form or attorney to vote on the resolution in that way; or

(b) the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction on the Proxy Form to vote as the chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. RESOLUTION 3 - APPROVAL FOR THE GRANT OF OPTIONS TO MR PHILIP CONDON

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

"That for the purpose of Listing Rule 10.14 and for all other purposes, approval be given for the grant of 1 ,250,000 options to Mr Philip Condon or his nominee, in accordance with the terms and conditions of the Company's Share and Option Plan and as described in the Explanatory Memorandum accompanying this Notice of Meeting."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Condon, or an associate of Mr Condon.

However, the Company need not disregard a vote if it is cast by a person as:

(a) a proxy or attorney for a person who is entitled to vote on the resolution in accordance with the directions of the Proxy Form or attorney to vote on the resolution in that way; or (b) the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction on the Proxy Form to vote as the chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Explanatory Notes

If you wish to appoint a member of the Key Management Personnel (which includes each of the directors and the Chair) as your proxy, please read the voting exclusion above and in the Proxy Form carefully. Shareholders are encouraged to direct their proxies how to vote.

How the Chair will vote available proxies - The Chair of the Meeting intends to vote all available proxies in favour of all of the Resolutions set out in the Notice. The Proxy Form expressly authorises the Chair to exercise undirected proxies in favour of remuneration related resolutions (Resolution 3).

Default to the Chair – Any directed proxies that are not voted on a poll at the Meeting will automatically default to the Chair of the Meeting, who is required to vote proxies as directed.

DATED: 18 JUNE 2021

BY ORDER OF THE BOARD

PAUL FREDERIKS COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 10:00AM (Brisbane time) on Tuesday, 20 July 2021 at GRT Lawyers, Level 27, 111 Eagle Street, Brisbane, Queensland.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE

1.1 General

On 18 June 2021, the Company issued 11,228,229 Shares at an issue price of $0.36 per Share to raise $4,042,162 by way of placement ( Issue ).

These shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of these Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, (none of which applied) issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 allows the shareholders of the Company to approve the issue of equity securities after the issue has been made. If they do, the issue is taken to be approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 1 is passed, the Issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period after the Issue.

If Resolution 1 is not passed, the Issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period after the Issue.

1.2 Technical information required by ASX Listing Rule 7.4

The following information is provided for the purposes of ASX Listing Rule 7.4.

Number of securities issued 11,228,229 Shares

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Issue price of securities	$0.36 per Share (total amount raised being $4,042,162)
Terms of the securities	The Shares will be fully paid and will rank pari passu in all respects with the Company’s other Shares on issue.
Allottees	None of the allottees were related parties of the Company, members of the Company’s key management personnel, a substantial holder in the Company, an adviser to the Company or an associate of any of those persons, and issued more than 1% of Company’s current issued capital. Morgans Stockbroking acted as lead manager of the Issue. All of the allottees were professional or sophisticated investors who were existing shareholders of the Company or clients in the Morgans Stockbroking retail network.
Intended use of funds raised	The funds raised from the issue of the Shares will be applied to advance the Company’s Bundarra Copper Project, located in central Queensland and for general working capital purposes.
Issue date	18 June 2021
Voting exclusion statement	Refer to Resolution 1 of the Notice of Meeting for details of the voting exclusion statement for this Resolution.

2. RESOLUTION 2 – APPROVAL OF SHARE ISSUE

2.1 General

On 10 June 2021, the Company announced a proposed placement of shares at an issue price of $0.36 per Share to raise $8,000,000 ( Placement ).

Of the above total, 11,228,229 shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1 as outlined in the previous explanatory note to Resolution 1. The balance of 11,000,000 Shares ( Issue ) can only be issued with the approval of shareholders.

Resolution 2 therefore seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of these 11,000,000 Shares.

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ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, (none of which apply) issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

If Resolution 2 is passed, the Company will be able to proceed with the Issue. These Shares will also be excluded from the calculation of the 15% limit under ASX Listing Rule 7.1. By approving the issue of these Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 2 is not passed, the Company will not be able to proceed with the Issue, and will not be able to complete approximately $3.96m of the Placement.

2.2 Technical information required by ASX Listing Rule 7.1

The following information is provided for the purposes of ASX Listing Rule 7.1.

Maximum number of securities to be issued	11,000,000 Shares
Issue price of securities	$0.36 per Share (total amount raised being $3,960,000)
Terms of the securities	The Shares will be fully paid and will rank pari passu in all respects with the Company’s other Shares on issue.
Allottees	None of the allottees were related parties of the Company, members of the Company’s key management personnel, a substantial holder in the Company, an adviser to the Company or an associate of any of those persons, and issued more than 1% of Company’s current issued capital. Morgans Stockbroking acted as lead manager of the Issue. All of the allottees were professional or sophisticated investors who were existing shareholders of the Company or clients in the Morgans Stockbroking retail network.
Intended use of funds raised	The funds raised from the issue of the Shares will be applied to advance the Company’s Bundarra Copper Project, located in Central Queensland and general working capital purposes.
Issue date and date of allotment	If approved, the Shares will be issued and allotted immediately after the date of themeeting andinany

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	event, no later than 3 months after the meeting.
Voting exclusion statement	Refer to Resolution 2 of the Notice of Meeting for details of the voting exclusion statement for this Resolution.

3. RESOLUTION 3 – APPROVAL FOR THE GRANT OF OPTIONS TO MR PHILIP CONDON

3.1 Remuneration policy

The performance of the Company depends upon the quality of its executives and its Board. Their compensation structure is designed to strike an appropriate balance between fixed and variable remuneration, rewarding capability and experience and providing recognition for contribution to the Company’s overall goals and objectives.

Equity-based incentives consistent with the Company’s remuneration policy better aligns the performance of the company's Board and senior management with the Company’s financial performance. The Board also believes that an equity-based remuneration component helps it to attract and retain the best executives and directors.

The Directors consider the remuneration policy to be a sensible and wellbalanced policy which allows them to adjust the remuneration mix appropriately to the Company’s changing circumstances.

3.2

Listing Rule requirements

Listing Rule 10.14 provides that a listed company must not permit a director to acquire securities under an employee incentive scheme without shareholder approval. Accordingly, approval is sought under Listing Rule 10.14 for the proposed grant of 1,250,000 options to Mr Philip Condon under the Plan; (the Options ).

If Resolution 3 is passed, the Company will proceed to grant to Options to Mr Condon.

If Resolution 3 is not passed, the Company will not be permitted to grant the Options to Mr Condon and the Company will need to renegotiate the remuneration entitlements of Mr Condon.

3.3

Analysis of the proposed grant

(a) Grants pursuant to Plan

The Options will be granted under the Company Share and Option Plan previously approved by shareholders.

(b) Grant of Options

If approved, the total number of Options will be granted no later than 1 month after the date of the meeting.

• (c) Valuation

The value of the Options and the assumptions and inputs on which that value was based are as follows:

Weighted average fair values at the measurement date

$0.27

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Dividend yield (%)	-
Expected volatility (%)	100%
Risk–free interest rate (%)	0.9%
Expected life of share options/SARs (years)	2.50
Weighted average share price (c)	$0.36
Model used	Hull-White

(d) Exercise Conditions

Each tranche of Options will only vest and be exercisable if certain key performance indicators ( KPIs ) are satisfied.

In respect of the Options granted to Mr Condon, the KPIs require the Company to have satisfied at least one of the two operational milestones for each tranche (as described below) and a share price increase from the date of grant of the options of at least a 15% compound per annum. The share price KPI will be tested 14 days after the satisfaction of the operational milestones and, if the Company's share price is not at the necessary level to satisfy the hurdle, every 3 months after that date and on the date which is 1 week before the expiry date, until it is satisfied.

(e) Exercise Price

The exercise price for each Option will be $0.33. This price reflects the share price at the time that Mr Condon signed his executive service agreement with the Company.

(f) Tranches

The Options issued to Mr Condon will comprise 3 tranches, as follows:

	Number of options	Exercise conditions
Tranche 1	416,666	Milestone Target 1- The announcement of a completed Scoping Study for the Bundarra Project (which includes the Mt Flora prospect) demonstrating the economics of the project can justify proceeding toward a pre- feasibility study in accordance with listing rule requirements and the JORC Code. Milestone Target 2- The announcement of an inferred resource at the Prairie Creek prospect as defined under JORC 2012 that is equal to or better than 4 million tonnes @1.5 g/t Au that equates to 200,000 oz of gold 15% perannumcompound

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		share price increase from date of company listing or at least 33 cents whichever is higher (Share Price Hurdle).
Tranche 2	416,667	Milestone Target 1- The announcement of a completed Feasibility Study for the Bundarra Project demonstrating that developing an open pit mine is economically viable for the project in accordance with listing rule requirements and the JORC Code. Milestone Target 2– The announcement of a completed Scoping Study for the Prairie Creek prospect demonstrating the economics of the prospect can justify proceeding toward a pre- feasibility study in accordance with listing rule requirements and the JORC Code. Share Price hurdle met
Tranche 3	416,667	Milestone Target 1– The announcement of achievement of all material consents and approvals to enable mine development to proceed at the Bundarra Project. Milestone Target 2– The announcement of a completed Feasibility Study for the Prairie Creek prospect demonstrating the economics of the prospect can justify proceeding toward a pre- feasibility study in accordance with listing rule requirements and the JORC Code. Share Price hurdle met

(g) Exercise Period

The First Exercise Date for each tranche of Options is the date on which the relevant tranche of Options vest (refer above). The Last Exercise Date for all tranches of Options is 7 years from the date of issue.

3.4 Impact on capital structure

Until exercised, the grant of Options will not impact on the number of ordinary

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shares on issue in the Company. If all the Options proposed to be issued to Mr Condon were exercised, an additional 1,250,000 fully paid ordinary shares may be issued, representing approximately:

• 1.45% of the total issued share capital of the Company as at the date of this notice (assuming that no other securities were exercised or shares issued by the Company between the date of this notice and the date the Options are exercised); or

• 1.2% of the total issued share capital of the Company assuming that the Placement is completed and that the remaining 11,000,000 Shares described in Resolution 2 are issued and that shareholders subscribe for the full $3 million proposed to be raised under the Share Purchase Plan (representing 8,333,333 Shares at the issue price of $0.36 per Share) (and assuming that that no other securities were exercised or shares issued by the Company between the date of this notice and the date the Options are exercise).

3.5 Tax consequences

As far as the Company is aware, there are no adverse taxation consequences to the Company arising from the proposed grant of Options.

3.6 Other information required pursuant to Listing Rule 10.15

Maximum number of Options that may be acquired by Mr Condon	Mr Philip Condon – 1,250,000
Price for each Option to be acquired under the scheme	Nil
Names of persons referred to in rule 10.14 who received securities under the scheme since the last approval, number of securities received and acquisition price for each security	Nil
Names of all persons referred to in Listing Rule 10.14 entitled to participate in the scheme	Category 10.14.1 - Mr Philip Condon is a Director
Details of remuneration package	The details of Mr Condon’s total remuneration package are: Mr Condon is current paid a salary package (inclusive of superannuation) of $200,000 per annum. If approved, the total value of the Options to be issued to Mr Condon, based on the valuation above, is $298,000.
Number of securities previously issued to Mr Condon under the Plan	Nil
Summary of Plan terms	A summary of the key terms of the Plan is set out at Annexure A.
Terms of loan in relation to the grant of Shares	Not applicable
Date by which Options will be granted	Within 1 month after the date of approval

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Reporting

Details of any securities issued under the Plan will be published in the Company’s annual report relating to the period in which they were issued, along with a statement that approval was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named on the Notice of Meeting will not participate until approval under Listing Rule 10.14 is obtained.

Voting exclusion statement

A voting exclusion applies to the proposed resolution – please see the notes to Resolution 3.

3.7 Board Recommendation

The Directors make no recommendations as to how shareholders should vote on Resolution 3.

4. ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+ 61 7) 5447 7693 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

Extraordinary General Meeting or Meeting means the meeting convened by the Notice.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Duke Exploration Limited (ACN 119 421 868).

Corporations Act means the Corporations Act 2001 (Cth) .

Directors mean the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Morgan Stockbroking means Morgans Corporate Limited ABN 32 010 539 607.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting including the Explanatory Statement and the Proxy Form.

Placement means has the meaning given to that term in paragraph 2.1.

Plan means the Company's Share and Option Plan previously approved by shareholders.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Share Purchase Plan means the share purchase plan announced by the Company to ASX on 10 June 2021 under which it proposes to raise up to $3 million.

Shareholder means a holder of a Share.

Bundarra Project means the Company's copper exploration project located in Central Qld.

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Annexure A

Summary of Key Terms of Duke Exploration Share and Option Plan

Eligible Persons	A person is eligible to participate in the Plan if he or she is a Director, officer, employee or contractor of a group company (Executive), or a nominee.
Share and Option issues	The Board may at any time make invitations to Eligible Persons to participate in the Plan specifying the total number of shares or options being made available or the manner for determining that number, the closing date for applications, in the case of options, the exercise period, exercise price and Vesting Conditions and in the case of shares, the issue price and any other specific terms and conditions of issue. The Company must not issue any Shares or grant any Option to a Participant if the Participant would legally or beneficially own or control the exercise of voting power attached to 10% or more of all Shares then on issue.
Vesting Conditions	The Vesting Conditions are any condition determined by the Board and set out in the invitation which must be satisfied before an Option can be exercised, which may include vesting dates for one or more tranches of Options and performance targets, hurdles or key performance indicators in relation to each of those tranches.
Options	Subject to any adjustment in the event of a bonus issue, rights issue or reconstruction of capital, each option is an option to subscribe for one Share. Upon the exercise of an option by a participant in the Plan (Participant), each Share issued will rank equally with other Shares of the Company. Options issued under the Plan are personal to the Participant and may not be transferred unless to a legal personal representative following the death of the Participant, or with the consent of the Board. The Company will not apply for quotation of the options on ASX. However, the Company must apply to ASX for official quotation of Shares issued on the exercise of the options. A Participant is not entitled to exercise any option if the exercise of that option would require the Company to be in breach of this rule or if to do so could contravene the Constitution, Listing Rules or the Corporations Act. A Participant must not enter into a scheme of arrangement that protects the value of the Option granted under the Plan prior to the vesting of the Option under the Plan.

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	Capital Events	If there is a variation in the share capital of the Company including a capitalisation or rights issue, sub-division, consolidation, or reduction of share capital, the Board, may, subject to the applicable Listing Rules and any other relevant stock exchange (if any), make such adjustments to the following matters as it considers appropriate: • the number of Shares comprised in an option; • the exercise price for an option; or • where an option has been exercised but no Shares have been issued following the exercise, the number of Shares which may be issued.
	Permitted Vesting	The Board may determine that the Options will become vested and/or exercisable whether or not any or all applicable Vesting Conditions have been satisfied if one of the following events has occurred or is likely to occur: • merger or consolidation of the Company into another company; • a takeover bid is made in respect of the Company and the Board recommends acceptance to shareholders; • a scheme of arrangement is made or undertaken in respect of the Company and the Board in its absolute discretion determines the exercise to be appropriate; • an event involving a change of ownership or control or all or substantial part of the assets of the Company similar to those described above; • an event as determined by the Board in its absolute discretion.
	Lapse of options	Subject to the Board's discretion and the specific terms and conditions of grant, an option not exercised will lapse on the earliest of: • if the person is a Bad Leaver, which is where the Participant or if the Participant is a Nominee of an Executive, then then related Executive (Relevant Executive) ceases of be an employee of the Company other than, the Participant or Relevant Executive’s death; the Participant or Relevant Executive’s total and permanent disablement; the Participant or Relevant Executive’s redundancy; or any other circumstances determined by the Board in writing, the dates that the Participant ceases of be engaged by the company; • the date that the Board determines any applicable Vesting Conditions have not been met or cannot be met by the relevant date; • the date 7 years from the date the option was granted (theLast Exercise Date); • a determination of the Board that the Participant has acted fraudulently or dishonestly or in breach of their obligations to any Group Company;

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	• the date that the Board determines the Participant has become insolvent; • the date a resolution is passed to wind up the Company; and • the receipt by the Company of notice from the Participant that the Participant has elected to surrender the option. The Board, may, in its absolute discretion, allow a Participant to exercise all or any of their options, whether or not the exercise conditions have been satisfied, and whether or not the options would otherwise have lapsed, provided that no options will be capable of exercise later than the Last Exercise Date. The Board may exercise its discretion in favour of vesting some or all of the options if the Participant ceases to be an Eligible Person as a result of: • the Participant or Relevant Executive’s death; • the Participant or Relevant Executive’s total and permanent disablement; or • the Participant or Relevant Executive’s redundancy; or • any other circumstances determined by the Board in writing. Factors to be considered by the Board in whether or not to exercise its discretion to allow a participant to exercise their Options include: • the reason of the cessation of engagement; • the length of time between the date of cessation and the Last Exercise Date; • the total length of service of the person as a Director, officer, employee within or contractor to the Company • if the cessation of engagement is related to the person's performance, then the extent to which the person has been given warning of their performance inadequacies; • information provided by the person to the Board to support any claim to exercise the discretion in the person's favour; and • applicable law.
Administration	The Plan is administered by the Board. The Board may make regulations and determine procedures to administer and implement the Plan, resolve conclusively all question of fact or interpretation, may terminate or suspend the operation of the Plan at its discretion and may delegate to any persons for such period and on such terms as they see fit the exercise of any of their powers or discretions under the Plan. All discretion exercised by the Board is in its absolute discretion.
Disposal Restrictions	If the Participant’s invitation provides that the Shares or Options are subject to any restrictions as to the disposal or other dealing by aParticipant fora period,theBoardmay

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	implement any procedure it determines appropriate to ensure the company, including but not limited to a holding lock.
Amendment	Subject to the Listing Rules, the Board may amend, add to, delete, revoke or otherwise vary any or all of the exercise conditions, the Vesting Conditions, the terms of issue of an option or share, or the Rules at any time in any manner it thinks fit in its absolute discretion. However, no amendment to the provisions of the Rules may be made which reduces the rights of Participants in respect of Options acquired by them prior to the date of the amendment, other than an amendment introduced primarily: • for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation or the Listing Rules; • to correct any manifest error or mistake; or • to take into consideration possible adverse tax implications in respect of the Plan arising from, amongst others, adverse rulings from the Commissioner of Taxation, changes to taxation laws (including an official announcement by the Commonwealth of Australia) and/or changes in the interpretation of taxation laws by a Court.
Termination	The Board may suspend or terminate the Plan at any time, at its absolute discretion. Termination does not affect the rights under the Plan of Participants in respect of applications to participate which have been accepted by the Company and notified to the Participant.

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