Terms and Conditions of Performance Rights
Released
Released
Announcement PDF
ASX Announcement
ASX: AAR 9 OCTOBER 2026
ISSUE OF PERFORMANCE RIGHTS
Astral Resources NL (“Astral” or “the Company”) advises of the issue of 10,210,388 unquoted
performance rights to eligible employees pursuant to the terms and conditions of the Company’s
Employee Incentive Plan (2027A Performance Rights).
The terms and conditions (including the applicable vesting conditions) of the 2027A Performance Rights
are summarised in Annexure A to this announcement.
An Appendix 3G will follow release of this announcement in relation to the abovementioned
performance rights.
This announcement has been approved for release by the Company Secretary.
Yours sincerely
Brendon Morton
Company Secretary
ANNEXURE A – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS
1 Offer of Performance Rights
Each Performance Right confers an entitlement on the recipient (Holder) to be provided with one
Share, credited as fully paid, at no cost, upon the full satisfaction of the below Vesting Conditions.
2 Vesting Conditions
The Vesting Conditions for the Performance Rights are as follows:
Number of
Performance
Rights
Performance /Vesting Conditions
(performance period: 1 July 2026 to 30 June 2029)
Vesting
Proportion
Expiry Date
10,210,388 Mineral Resources
Grow Consolidated Group JORC Mineral Resource Estimate
(MRE) by:
>10%, exclusive of depletion: 50% vest
>20%, exclusive of depletion: 100% vest
20%
4 years
after the
date of
issue
Throughput Rate
The Company’s process plant achieving DFS nameplate
production rate; and, at process plant startup – having six (6)
weeks of ore above Life Of Mine reserve grade on the ROM
ready for processing: 50% vest
The Company’s process plant achieving DFS nameplate
production rate within six (6) months of first feed; and, at
process plant startup – having three (3) months of ore above
Life Of Mine reserve grade on the ROM ready for processing:
100% vest
20%
Early Revenue Cashflow Generation
The Company’s joint venture mining agreements generating:
>A$25million in free cashflow to the Company’s account:
50% vest
>A$50million in free cashflow to the Company’s account:
100% vest
20%
Share Price
The Company's Total Shareholder Return (TSR) over three (3)
years (Performance Period) is in the 50th to 60th percentile
of the Peer Group. (detailed in Schedule 1): 50% vest
The Company's TSR over the Performance Period is in the
60th to 80th percentile of the Peer Group (detailed in
Schedule 1): 100% vest
35.00%
Environmental, Social and Governance
Sustainability reporting in Annual Report + no governance
issues reported: 50% vest
ESG strategy published in Annual Report or standalone
Sustainability Report. 100% vest
5.00%
ANNEXURE A – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS
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Number of
Performance
Rights
Performance /Vesting Conditions
(performance period: 1 July 2026 to 30 June 2029)
Vesting
Proportion
Expiry Date
The Board will have the discretion to award the LTI’s in full or in part, as they
consider appropriate in the circumstances, should an alternative transaction or
opportunity arise which the Board decides to pursue which negatively impacts the
achievement or some or all of the performance/vesting conditions.
3 Satisfaction of Vesting Conditions
The Board will determine in its sole discretion whether (and, where applicable, to what extent) the
Holder has satisfied the Vesting Conditions applicable to the Performance Rights prior to the Expiry
Date or at the end of the Performance Period (as applicable). After making that determination the Board
must issue the number of Shares which the Holder is entitled to acquire upon satisfaction of the Vesting
Conditions for the relevant number of Performance Rights held in accordance with clause 5.
4 Lapse of Performance Rights
Where Performance Rights have not satisfied the applicable Vesting Conditions by the Expiry Date
(whichever occurs earlier) those Performance Rights will automatically lapse.
5 Timing of Issue of Shares and Quotation
(a) The Company must:
(i) issue the Shares pursuant to the vesting of the Performance Rights;
(ii) as soon as reasonably practicable and 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 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
(iii) apply for official quotation on ASX of Shares issued pursuant to the vesting of the
Performance Rights,
within twenty (20) business days after:
(iv) the satisfaction of the Vesting Conditions applicable to the Performance Rights; or
(v) if at the date in clause 5(a)(iv) there is excluded information in respect of the Company
(as defined in section 708A(7) of the Corporations Act) – the date when the information
ceases to be excluded information.
(b) Notwithstanding clause 5(a) above, a Holder who is entitled to the issue of Shares upon the
conversion of Performance Rights, may prior to the issue of those Shares elect for the Shares
to be issued to be subject to a holding lock for a period of twelve (12) months. Following any
such election:
(i) the Shares upon issue will be held by such Holder on the Company's issuer sponsored
sub-register (and not in a CHESS sponsored holding);
(ii) the Company will apply a holding lock on the Shares to be issued and such Holder is
taken to have agreed to that application of that holding lock;
(iii) the Company shall release the holding lock on the Shares on the earlier to occur of:
ANNEXURE A – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS
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(A) the date that is twelve (12) months from the date of issue of the Shares; or
(B) the date the Company issues a disclosure document that qualifies the Shares
for trading in accordance with section 708A(11) of the Corporations Act; or
(C) the date a transfer of the Shares occurs pursuant to clause 5(b)(iv) of these
terms and conditions; and
(iv) Shares shall be transferable by such Holder and the holding lock will be lifted provided
that the transfer of the Shares complies with section 707(3) of the Corporations Act and,
if requested by the Company, the transferee of the Shares agrees by way of a deed poll
in favour of the Company to the holding lock applying to the Shares following its transfer
for the balance of the period in clause 5(b)(iii)(A).
6 Shares Issued
Shares issued on the satisfaction of the Vesting Conditions attaching to the Performance Rights rank
equally with all existing Shares.
7 Quotation of the Shares Issued on Exercise
If admitted to the official list of ASX at the time, the Company will apply to ASX for quotation of the
Shares issued upon the vesting of the Performance Rights.
8 Reorganisation
If there is any reorganisation of the issued share capital of the Company, the terms of Performance
Rights and the rights of the Holder who holds such Performance Rights will be varied, including an
adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the
reorganisation.
9 Holder's Rights
A Holder who holds Performance Rights is not entitled to:
(a) notice of, or to vote or attend at, a meeting of the Shareholders;
(b) receive any dividends declared by the Company;
(c) participate in any new issues of securities offered to Shareholders during the term of the
Performance Rights, or
(d) cash for the Performance Rights or any right to participate in surplus assets of profits of the
Company on winding up,
unless and until the applicable Vesting Conditions are satisfied and the Holder holds Shares.
10 Pro Rata Issue of Securities
(a) If during the term of any Performance Right, the Company makes a pro rata issue of securities
to the Shareholders by way of a rights issue, a Holder shall not be entitled to participate in the
rights issue in respect of any Performance Rights, but only in respect of Shares issued in
respect of vested Performance Rights.
(b) A Holder will not be entitled to any adjustment to the number of Shares they are entitled to or
adjustment to any Vesting Conditions which is based, in whole or in part, upon the Company’s
share price, as a result of the Company undertaking a rights issue.
ANNEXURE A – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS
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11 Adjustment for Bonus Issue
If, during the term of any Performance Right, Shares are issued pro rata to Shareholders generally by
way of bonus issue, the number of Performance Rights to which the Holder is then entitled, shall be
increased to a number equal to the number of Shares which the Holder would have been entitled to
receive if the Performance Rights then held by the Holder had vested immediately prior to the record
date for the bonus issue.
12 Change of Control
(a) For the purposes of these terms and conditions, a "Change of Control Event" occurs if:
(i) the Company announces that its Shareholders have at a Court convened meeting of
Shareholders voted in favour, by the necessary majority, of a proposed scheme of
arrangement (excluding a merger by way of scheme of arrangement for the purposes of
a corporate restructure (including change of domicile, or any reconstruction,
consolidation, sub-division, reduction or return) of the issued capital of the Company)
and the Court, by order, approves the scheme of arrangement;
(ii) A Takeover Bid:
(A) is announced;
(B) has become unconditional; and
(C) the person making the Takeover Bid has a Relevant Interest in fifty percent
(50%) or more of the issued Shares;
(iii) any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more
of the issued Shares by any other means; or
(iv) the announcement by the Company that a sale or transfer (in one transaction or a
series of related transactions) of the whole or substantially the whole of the undertaking
and business of the Company has been completed.
(b) Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and,
in the opinion of the Board, will or is likely to occur, a portion of all granted Performance Rights
which have not yet vested or lapsed shall automatically and immediately vest, regardless of
whether any Performance Criteria or Vesting Conditions have been satisfied. The portion which
is to vest will be proportional to the part of the relevant Performance Period which has elapsed
as at the date of the Change of Control Event
13 Quotation
The Company will not seek official quotation of any Performance Rights.
14 Performance Rights Not Property
A Holder's Performance Rights are personal contractual rights granted to the Holder only and do not
constitute any form of property.
15 No Transfer of Performance Rights
Unless otherwise determined by the Board, Performance Rights cannot be transferred to or vest in any
person other than the Holder.
16 Rules
The Performance Rights are issued under and in accordance with the Employee Incentive Plan and the
terms and conditions of these Performance Rights are subject to the Rules.
ANNEXURE B – PEER GROUP
Company ASX Code
Astral Resources NL AAR
Ausgold Limited AUC
Auric Mining Limited AWJ
Beacon Minerals Limited BCN
Brightstar Resources Limited BTR
Dreadnought Resources Ltd DRE
Great Boulder Resources Limited GBR
Gateway Mining Limited GML
Great Southern Mining Limited GSN
Maritana Minerals Limited (formerly HRZ) MRT
Patronus Resources (formerly KIN) PTN
Meeka Metals Limited MEK
Odyssey Gold Ltd ODY
S2 Resources Ltd S2R
Saturn Metals Limited STN
Koonenberry Gold Limited KNB
Rox Resources Limited RXL
Black Cat Syndicate Limited BC8
Horizon Gold Limited HRN
Strickland Metals Limited STK
Barton Gold Holdings Limited BGD
Sinclair Gold Ltd SGC
Torque Metals Limited TOR
Medallion Metals Limited MM8
Antipa Minerals Limited AZY
Minerals 260 Limited MI6
Gorilla Gold Mines Ltd GG8
New Murchison Gold Limited NMG
Ballard Mining Limited BM1
Golden Horse Minerals Limited GHM
Forrestania Resources Limited FRS
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