Notice of Meeting/Proxy Form

Santana Minerals Ltd
Level 1, 371 Queen St
Brisbane, QLD 4000
ABN 37 161 946 989
GPO Box 1305
Brisbane, QLD4000

T: +61 7 3221 7501



25 September 2024

Notice of General Meeting


Santana Minerals Limited (Santana, ASX/NZX:SMI or the Company) is pleased to attach a copy of the
following documents in relation to a General Meeting of Shareholders to be held on 24 October 2024
at 9.00am (AEST) (General Meeting).

1. Letter to Shareholders regarding arrangements for the General Meeting as despatched to
Shareholders;
2. Notice of General Meeting; and
3. Proxy Forms for both ASX and NZX registered holders.

Ends.

This announcement has been authorised for release by the Company Secretary.

For further information, please contact:

Craig McPherson, Company Secretary
+61 7 3221 7501 or admin@santanaminerals.com




Announcement
ASX:SMI
NZX:SMI

Santana Minerals Ltd
Level 1, 371 Queen St
Brisbane, QLD 4000
ABN 37 161 946 989
GPO Box 1305
Brisbane, QLD4000

T: +61 7 3221 7501




25 September 2024


Dear Shareholders,

Santana Minerals Limited (SMI) will be holding a General Meeting (GM) which will be held at 9am (Brisbane
time) on 24th of October 2024.

The Board is pleased to welcome shareholders to attend the Meeting in person at the offices of Piper Alderman,
Level 26, Riparian Plaza, 71 Eagle Street, Brisbane, Qld, 4000.

The Notice of Meeting, which sets out the full business to be considered at the Meeting, is available online at
www.santanaminerals.com As permitted by the Corporations Act 2001, Santana will not be dispatching physical
copies of the Notice of Meeting. A copy of your proxy form is enclosed with this letter. If you are unable to attend
the Meeting, you may appoint a proxy to vote for you at the meeting by lodging the Proxy form using one of the
several lodgement methods as outlined on the form.

Santana Minerals Limited also provides for Shareholders to lodge their proxy votes online. To do that,
Shareholders for both the ASX & NZX can log in to www.linkmarketservices.com.au using the holding details
(SRN, HIN, CRN or HRN) that will be available on the personalised Proxy Form dispatched by the Registry. Once
logged in, select Voting and follow the prompts to lodge your vote.

Proxy instructions must be received no later than 48 hours (9am Brisbane time on 22
nd
of October 2024) before
the commencement of the GM.

For further information, please contact the Company Secretary by telephone on +61 7 3221 7501 or by email at
admin@santanaminerlas.com

On behalf of the Board, we look forward to welcoming you to the Meeting on 24
th
October 2024.

Yours sincerely
Santana Minerals

Craig McPherson
Company Secretary

SANTANA MINERALS LIMITED
ACN 161 946 989

Notice of General Meeting and Explanatory Memorandum
Date of Meeting: 24 October 2024
Time of Meeting: 9:00am (AEST)
Place of Meeting: Piper Alderman
Level 26
Riparian Plaza
71 Eagle Street
Brisbane Qld 4000

Notice of General Meeting
2
Notice is given that a General Meeting of the Shareholders of Santana Minerals Limited ACN
161 946 989 (Company) will be held physically at Level 26, Riparian Plaza, 71 Eagle Street,
Brisbane, Qld 4000 on 24 October at 9:00am (AEST).
Capitalised terms used in this Notice of Meeting and the Explanatory Memorandum have the
meaning ascribed to them in the Explanatory Memorandum.
This Notice of Meeting should be read in its entirety, together with the Explanatory
Memorandum and the enclosed proxy form.
ORDINARY BUSINESS
1. Resolution 1 – Approval for Split of Securities
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
“That, for the purpose of section 254H of the Corporations Act, Listing Rule 7.22.2 and
for all other purposes, approval is given for the Company to subdivide its issued
capital on the basis that:
a) every one fully paid ordinary share be subdivided into three fully paid ordinary
shares;
b) every one option be subdivided into three options with the exercise price
amended in inverse proportion to that ratio; and
c) every one performance share be subdivided into three performance shares,
on the terms and conditions set out in the Explanatory Statement.”
2. Resolution 2 – Approval to issue 360,000 Performance Rights to Mr Damian
Spring (or his nominated Associate)
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
“That, for the purposes of Listing Rule 10.14, sections 195(4), 208 and 200E of the
Corporations Act and for all other purposes, the issue of up to 360,000 Performance
Rights to Mr Damian Spring (or his nominated Associate) pursuant to the Plan and the
terms set out in the Explanatory Memorandum, be approved.”
3. Resolution 3 – Approval to issue 270,000 Performance Rights to Mr Sam Smith
(or his nominated Associate)
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
“That, for the purposes of Listing Rule 10.14, sections 195(4), 208 and 200E of the
Corporations Act and for all other purposes, the issue of up to 270,000 Performance
Rights to Mr Sam Smith (or his nominated Associate) pursuant to the Plan and the
terms set out in the Explanatory Memorandum, be approved.”
4. Resolution 4 – Approval to issue 135,000 Performance Rights to Mr Peter Cook
(or his nominated Associate)
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
“That, for the purposes of Listing Rule 10.14, sections 195(4), 208 and 200E of the
Corporations Act and for all other purposes, the issue of up to 135,000 Performance
Rights to Mr Peter Cook (or his nominated Associate) pursuant to the Plan and the
terms set out in the Explanatory Memorandum, be approved.”

Notice of General Meeting
3
5. Resolution 5 – Approval to issue 135,000 Performance Rights to Mr Kim Bunting
(or his nominated Associate)
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
“That, for the purposes of Listing Rule 10.14, sections 195(4), 208 and 200E of the
Corporations Act and for all other purposes, the issue of up to 135,000 Performance
Rights to Mr Kim Bunting (or his nominated Associate) pursuant to the Plan and the
terms set out in the Explanatory Memorandum, be approved.”
Voting Exclusion Statements (Resolutions 2-5) – Listing Rule 10.14
The Company will disregard any votes cast in favour of Resolutions 2-5 by or on behalf of:
(a) a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in
the Plan; or
(b) an Associate of those persons.
However, this does not apply to a vote cast in favour of Resolution 2-5 by:
(a) a person as proxy or attorney for a person who is entitled to vote on the relevant
Resolution, in accordance with directions given to the proxy or attorney to vote on the
Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chair to vote on the Resolution 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.
Voting Restriction pursuant to Section 250BD of the Corporations Act
As each of Resolutions 2-5 are connected directly or indirectly with the remuneration of a
member of Key Management Personnel (KMP) of the Company, pursuant to section 250BD of the
Corporations Act, a person must not cast a vote, and the Company will disregard any votes cast
on Resolution 2-5 by:
(a) any member of the KMP of the Company; or
(b) a Closely Related Party of such KMP of the Company,
who is appointed as a Shareholder’s proxy, on the basis of that appointment, where the
Shareholder does not direct in writing the way the proxy is to vote on the relevant Resolution.
However, the Company need not disregard a vote if it is cast by the Chair as proxy for a person
who is entitled to vote, where the Shareholder does not direct in writing the way the proxy is to
vote on the Resolution, if the appointment of proxy expressly authorises the Chair to exercise the
proxy even if the Resolution is connected directly or indirectly with the remuneration of a
member of the KMP of the Company.
Voting Exclusion Statements (Resolutions 2-5) – Sections 200E and 224 of the Corporations Act
A person must not cast a vote, and the Company will disregard any votes cast, (in any capacity)
on Resolutions 2-5 by or on behalf of:
(a) the relevant Director the subject of the Resolution; or
(b) an Associate of such a Director.

Notice of General Meeting
4
However, this does not apply to a vote cast on Resolution 2-5 by:
(a) a person as a proxy appointed in writing that specifies how the proxy is to vote on the
Resolution; and
(b) it is not cast on behalf of the relevant Director the subject of the Resolution or an Associate
of such a person.
Voting Intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast in
favour of Resolutions 2-5 by the Chair, subject to compliance with the Corporations Act. In
exceptional circumstances, the Chair may change his/her voting intention on any Resolution, in
which case an ASX announcement will be made. Further details, in relation to the ability of the
Chair to vote on undirected proxies are set out in the accompanying proxy form.
6. Resolution 6 – Ratification of the issue of 27,139,288 Placement Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
Ordinary Resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 27,139,288
Shares by way of Placement to sophisticated and professional investors at an issue price of
$1.15 per Share, in accordance with the terms set out in the Explanatory Memorandum, be
ratified (Placement)."
Voting exclusion: The Company will disregard any votes cast in favour of Resolution 6 by, or on
behalf of, a person who received Shares pursuant to the Placement and any Associates of those
persons. However, the Company need not disregard a vote cast in favour of Resolution 6 if it is
cast by a person as proxy or attorney for a person who is entitled to vote, in accordance with
directions given to the proxy or attorney to vote on Resolution 6 in that way, or it is cast by the
Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction
given to the Chair to vote as the Chair decides or a holder acting solely in a nominee, trustee,
custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions
are met: (a) 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 Resolution 6;
and (b) the holder votes on Resolution 6 in accordance with directions given by the beneficiary
to the holder to vote in that way.
By order of the Board

Mr Craig McPherson
Company Secretary
Santana Minerals Limited
25 September 2024

Explanatory Memorandum
5
The following notes and the Explanatory
Memorandum form part of the Notice of
Meeting.
Voting and Attendance Entitlement
The Board has determined that those persons
who are registered as holding Shares as at
6:00pm (AEST) on 22 October 2024, will be
entitled to attend and vote at the Meeting.
Accordingly, transactions registered after that
time will be disregarded in determining
entitlements to attend and vote at the Meeting.
If more than one joint holder of a Share is present
at the Meeting (whether personally, by proxy, by
attorney or by representative) and tenders a
vote, only the vote of the joint holder whose
name appears first on the Company’s Share
register will be counted.
Action to be Taken by Shareholders
A Shareholder who is entitled to attend and vote
at the Meeting may appoint a person, who need
not be a Shareholder of the Company, as the
Shareholder’s proxy to attend and vote on
behalf of the Shareholder.

A Shareholder 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 you wish to indicate how your proxy should
vote, please mark the appropriate boxes on the
proxy form. If in respect of any of the items of
business you do not direct your proxy how to
vote, you are directing your proxy to vote as he
or she decides.

If you mark the abstain box for a particular item
you are directing your proxy to not vote on your
behalf and your Shares will not be counted in
computing the required majority in the event of
a poll.

For proxies without voting instructions that are
exercisable by the Chair, the Chair intends to
vote those proxies in favour of the Resolutions.
The Chair will be deemed to be appointed
where a signed proxy form is returned that does
not contain the name of the proxy or where the
person appointed on the form is absent from the
Meeting.

A proxy form accompanies this Notice of
Meeting. Should you wish to appoint a proxy,
please complete the proxy form and return it at
least 48 hours before the Meeting, being no later
than 9:-00am (AEST) on 22 October 2024 to:
(a) if by fax: on +61 02 9287 0309
(b) if online: www.linkmarketservices.com.au;
(c) if by mail: C/- Link Market Services Limited,
A14 Sydney South, NSW 1235 Australia; or
(d) if by hand delivery: Link Market Services
Limited, Level 12, 680 George Street, Sydney
NSW 2000.

If the appointment is signed by an attorney, the
power of attorney or a certified copy of it must
be sent with the proxy form.
Attorney
A Shareholder may appoint an attorney to act
on their behalf. Such appointment must be
made by a duly executed power of attorney, a
copy of which must be provided by the attorney
at the point of entry to the Meeting (original or
certified copy), together with satisfactory
evidence of their identity (name and address
etc.).
Corporate Representatives
A Shareholder, which is a corporation may
appoint an individual to act as its representative
to attend and vote at the Meeting. The
appointment must comply with section 250D of
the Corporations Act, meaning that Company
will require a Certificate of Appointment of
Corporate Representative executed in
accordance with section 250D of the
Corporations Act. The completed certificate
should be lodged with Company’s share registry
before the Meeting or at the registration desk on
the day of the Meeting.
Polls
In the event that a poll is demanded, every
Shareholder shall have one vote for every Share
registered in their name as at 6:00pm (AEST) on
22 October 2024.
Required Majority
Each of the Resolutions to be considered at the
Meeting are Ordinary Resolutions, requiring a
simple majority of the votes cast by Shareholders
entitled to vote on them.
General
All Shareholders are invited to attend the
Meeting or, if they are unable to attend in
person, to sign and return the proxy form to the
Company in accordance with the instructions set
out on the proxy form.

Explanatory Memorandum


6
This Explanatory Memorandum contains an explanation of, and information about, the
Resolutions to be considered at the General Meeting. Shareholders should read this
Explanatory Memorandum in full. This Explanatory Memorandum forms part of the
accompanying Notice of Meeting and should be read with the Notice of Meeting.
This Explanatory Memorandum does not take into account the individual investment
objectives, financial situation and needs of individual Shareholders or any other person. If you
are in any doubt about what to do in relation to the Resolutions, you should consult your
financial or other professional adviser.
Capitalised words used in the Notice of Meeting and in this Explanatory Memorandum are
defined in the Glossary section at the end of this Explanatory Memorandum. Unless otherwise
stated, all references to sums of money, '$' and 'dollars' are references to Australian currency.
Resolutions 1 – Approval for Split of Securities
Overview
Section 254H of the Corporations Act and clause 7 of the Constitution provide that the
Company may, by ordinary resolution passed at a general meeting, convert all or any of its
Shares into a larger number of Shares (Share Split). Listing Rule 7.22.2 also provides that where
Shares are converted into a larger number, the Company must subdivide all Options and
Performance Rights on issue in the same ratio as its share capital and must amend the
exercise price in inverse proportion to that ratio.
Resolution 1 seeks Shareholder approval for the subdivision of the Company's issued share
capital on the basis that every one Share be subdivided into three Shares and the Options
and Performance Rights on issue be adjusted in accordance with the Listing Rules.
Effect of Resolution 1 on the Company’s capital structure
The table below illustrates the effect of Resolution 1 on the Company’s share capital,
assuming that Resolution 1 is passed:
Pre-Share Split Post-Share Split
Shares 206,525,990 619,577,970
Options 39,461,349 118,384,047
Performance Rights 363,176 1,089,528
TOTAL 246,350,515 739,051,545
The Share Split will not involve the payment or distribution of any amounts to Shareholders
and will not affect the Company's paid up capital. Immediately after the Share Split, a
Shareholder will hold the same proportion of the Company's share capital and net assets as
before the Share Split. The current rights attaching to Shares, Options and Performance Rights
will not be affected by the Share Split.
Following the Share Split, the price for each Share may decrease to one third of its current
price following the commencement of trading on a deferred settlement basis of the Shares
on ASX. However, the extent of this reduction in the price for each Share will depend on
various factors and market conditions.

Explanatory Memorandum


7
Fractional entitlements
Fractions of Shares, Options or Performance Rights resulting from the passing of Resolution 1
will be rounded up to the nearest whole number. Shares resulting from the rounding up will be
issued as fully paid up. Options and Performance Rights will be issued on the same terms
(including performance criteria in respect of Performance Rights).
Treatment of Options and Performance Rights
In accordance with Listing Rule 7.22.2 and the terms of the existing Options, the Company
must amend the exercise price in inverse proportion to that ratio. The result and effect on the
exercise prices will be as follows:
Option Class and Expiry Date Pre-Share Split Post-Share Split
OPTION EXPIRING 11-DEC-2026 $0.9375 $0.3125
OPTION EXPIRING 23-JAN-2026 $0.9375 $0.3125
OPTION EXPIRING 03-NOV-2024 $0.30 $0.10
OPTION EXPIRING 23-JAN-2026 $0.885 $0.295
OPTION EXPIRING 28-FEB-2025 $1.08 $0.36
OPTION EXPIRING 23-OCT-2026 $0.667 $0.2223
Reasons for Share Split
The intent is to help achieve a greater level of liquidity available to all investors. The Board
considers that the Share Split will benefit Shareholders by assisting in achieving that objective
and increasing the liquidity and affordability of Shares.
Holding Statements
The Share Split will take effect on the passing of Resolution 1. As from the effective date of the
Share Split, all holding statements for Shares, Options and Performance Rights will cease to
have any effect, except as evidence of entitlement to a certain number of Shares, Options
and Performance Rights post Share Split. After the Share Split becomes effective, the
Company will dispatch a notice to Shareholders, Option holders and Performance Rights
holders advising them of the number of Shares, Options and Performance Rights held by
them respectively, both before and after the Share Split. The Company will also arrange for
new holding statements to be issued.
Timetable
Event Date
Company announces Share Split and issues Appendix 3A.3 and NZX
corporate action notice released on the NZX and ASX.
25 September 2024
Date of Meeting of Shareholders 24 October 2024
Effective date of Share Split 24 October 2024
Last day for trading in pre‐Share Split Securities on ASX
Trading begins in subdivided Shares on a T+2 basis on NZX
25 October 2024
Ex-Date - First day of trading in subdivided Shares (on deferred
settlement basis) on ASX.
28 October 2024
Record date. 29 October 2024
Implementation date. 30 October 2024
Last day for sending shareholding statements to Shareholders 5 November 2024
Normal trading in subdivided Shares on a T + 2 basis resumes on ASX. 6 November 2024

Explanatory Memorandum


8
Directors' Recommendation
The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 and
that they intend to vote any Shares that they own or control in favour of Resolution 1.
The Chair intends to vote all undirected proxies in favour of Resolution 1.
Resolutions 2 to 5 – Approval to issue Performance Rights to certain Directors
Information pertaining to Resolutions 2 to 5 has been presented on the basis that Resolution 1
(Approval for Split of Securities) is approved by shareholders at the Meeting. If Resolution 1 is
not approved by shareholders at the Meeting, then the number of Performance Rights issued
will be one third of those amounts presented below.
Resolutions 2 to 5 seek Shareholder approval for the purpose of ASX Listing Rule 10.14, sections
195(4), 208 and 200E of the Corporations Act and all other purposes, to issue a total of 900,000
Performance Rights to certain Directors, or their nominated Associates, pursuant to the terms
of the Plan and as part of their long-term incentive arrangements.
Details of the proposed issue of Performance Rights follows:
(a) up to 360,000 Performance Rights to Mr Damian Spring or his nominated Associate,
comprising:
(1) 120,000 (Tranche 1 Performance Rights);
(2) 120,000 (Tranche 2 Performance Rights); and
(3) 120,000 (Tranche 3 Performance Rights);
(b) up to 270,000 Performance Rights to Mr Sam Smith or his nominated Associate,
comprising:
(1) 90,000 (Tranche 1 Performance Rights);
(2) 90,000 (Tranche 2 Performance Rights); and
(3) 90,000 (Tranche 3 Performance Rights);
(c) up to 135,000 Performance Rights to Mr Peter Cook or his nominated Associate,
comprising:
(1) 45,000 (Tranche 1 Performance Rights);
(2) 45,000 (Tranche 2 Performance Rights); and
(3) 45,000 (Tranche 3 Performance Rights);
(d) up to 135,000 Performance Rights to Mr Kim Bunting or his nominated Associate,
comprising:
(1) 45,000 (Tranche 1 Performance Rights);
(2) 45,000 (Tranche 2 Performance Rights); and
(3) 45,000 (Tranche 3 Performance Rights).

Explanatory Memorandum


9
Summary of material terms of the Performance Rights
The Performance Rights will automatically convert into Shares on 31 December 2026 (Vesting
Date), subject to satisfaction of the performance conditions summarised below (Performance
Conditions). The Performance Rights will be issued for nil consideration and will not be listed.
A summary of the material terms of the Plan is set out in Appendix A of this Explanatory
Memorandum.
The Performance Conditions are as follows:
Tranche Performance Condition
Tranche 1
Performance Rights
The Company having obtained all necessary permits and approvals to
commence mining operations at the Bendigo Ophir Project on or
before 5:00pm on 31 December 2025.
Tranche 2
Performance Rights
The Company having obtained project funding and having
commenced development activities in respect of Bendigo Ophir
Project before 5:00pm on 31 December 2026.
Tranche 3
Performance Rights
The Company’s Shares having traded above $0.667 (on the basis
Resolution 1 is passed at the Meeting) on the ASX market for a period
of at least ten(10 consecutive trading days.
Performance Rights also lapse automatically if the relevant individual has ceased to be
employed or engaged as a Director at the time the relevant Performance Condition is
satisfied (or waived).
In addition to the above, both the Performance Rights:
• are not transferrable and will not be quoted;
• do not confer any right to vote, except as otherwise required by law;
• do not confer any entitlement to a dividend;
• do not confer any right to a return of capital, whether in a winding up, upon a
reduction of capital or otherwise;
• do not confer any right to participate in the surplus profit or assets of the Company
upon a winding up; and
• do not confer any right to participate in new issues of securities such as bonus issues or
entitlement issues.

Explanatory Memorandum


10
Listing Rule 10.14
Listing Rule 10.14 states that a company must not issue or agree to issue Equity Securities
under an employee incentive scheme (such as the Plan) to a Director or their Associates
without the Shareholder approval. An Equity Security includes a convertible security or a right
to an unissued share, such as Performance Rights.
Accordingly, the Company seeks Shareholder approval pursuant to Listing Rule 10.14 for the
issue of the Performance Rights to each of the Directors (or their Associates) respectively.
If Resolutions 2, 3, 4 and/or 5 are passed, the Company will proceed with the issue and the
relevant Director will receive Performance Rights in accordance with the terms of the Plan.
If Shareholder approval is obtained under Listing Rule 10.14, further approval for the issue of
the Performance Rights is not required under Listing Rule 7.1 (Listing Rule 7.2, Exception 14) or
under Listing Rule 10.11 (Listing Rule 10.12, Exception 8).
Further, if Shareholder approval is obtained under Listing Rule 10.14, further approval for the
issue of Shares upon the respective performance milestone being met will not be required
pursuant to Listing Rule 10.11 (Listing Rule 10.12, Exception 7).
If Resolution 2 is not passed, the Performance Rights will not be issued to Mr Spring.
If Resolution 3 is not passed, the Performance Rights will not be issued to Mr Smith.
If Resolution 4 is not passed, the Performance Rights will not be issued to Mr Cook.
If Resolution 5 is not passed, the Performance Rights will not be issued to Mr Bunting.
Chapter 2E of the Corporations Act
Under Chapter 2E of the Corporations Act, a public company cannot give a financial benefit
to a related party unless an exception applies or shareholders have in a general meeting
approved the giving of that financial benefit to the related party.
Section 211 of the Corporations Act provides that Shareholder approval is not required where
the financial benefit constitutes reasonable remuneration.
While the Directors believe that the proposed issue of Performance Rights falls within this
exception, shareholder approval is being sought for the purpose of sections 208 and 195(4) of
the Corporations Act given that each Director is intended to participate in the issue of
Performance Rights.
Section 200E – Termination Benefits
The Corporations Act restricts the Company from giving certain “benefits” to certain persons
(those who hold a managerial or executive office, as defined in the Corporations Act) on
ceasing their employment with the Company (Termination Benefits), in the absence of prior
shareholder approval unless an exemption applies.
The term “benefit” is defined broadly in the Corporations Act and includes benefits arising
from the Board exercising its discretion under the rules of the Employee Incentive Securities
Plan.
Under the terms of the Employee Incentive Securities Plan and subject to the Listing Rules, the
Board possesses the discretion to vary the terms or conditions of the Equity Securities.
Notwithstanding any of the foregoing, any amendment to the terms of any granted Equity

Explanatory Memorandum


11
Securities. As a result of this discretion, the Board has the power to determine that some or all
of a participant’s Equity Securities will not lapse in the event of the participant ceasing
employment or office before the vesting of their Equity Securities, including as a result of
death or total permanent disability.
The exercise of this discretion by the Board may constitute a Termination Benefit for the
purposes of the Corporations Act. Accordingly, Resolutions 2-5 also seek Shareholder
approval, for the Company to potentially provide these Termination Benefits to participants in
the Employee Incentive Securities Plan.
For the purposes of Listing Rule 10.15 and sections 200E and 219 of the Corporations Act, the
following information is provided in respect of Resolutions 2 and 3:
Name of the person
• If Resolution 2 is passed, the Performance Rights will be issued
to Mr Spring or his nominated Associate.
• If Resolution 3 is passed, the Performance Rights will be issued
to Mr Smith or his nominated Associate.
• If Resolution 4 is passed, the Performance Rights will be issued
to Mr Cook or his nominated Associate.
• If Resolution 5 is passed, the Performance Rights will be issued
to Mr Bunting or his nominated Associate
Which category in
Listing Rules 10.14.1 –
10.14.3 the person falls
within and why
As the recipients are each Directors of the Company, they are
each persons falling within the prescribed category set out in
Listing Rule 10.14.1 and their Associates fall within Listing Rule
10.14.2.
Number and class of
securities proposed to
be issued to the
person
• If Resolution 2 is passed, 360,000 Performance Rights will be
issued to Mr Spring pursuant to the Plan comprising 120,000
Tranche 1 Performance Rights; 120,000 Tranche 2 Performance
Rights and 120,000 Tranche 3 Performance Rights.
• If Resolution 3 is passed, 270,000 Performance Rights will be
issued to Mr Smith pursuant to the Plan, comprising 90,000
Tranche 1 Performance Rights; 90,000 Tranche 2 Performance
Rights and 90,000 Tranche 3 Performance Rights.
• If Resolution 4 is passed, 135,000 Performance Rights will be
issued to Mr Cook pursuant to the Plan comprising 45,000
Tranche 1 Performance Rights; 45,000 Tranche 2 Performance
Rights and 45,000 Tranche 3 Performance Rights.
• If Resolution 5 is passed, 135,000 Performance Rights will be
issued to Mr Bunting pursuant to the Plan, comprising 45,000
Tranche 1 Performance Rights; 45,000 Tranche 2 Performance
Rights and 45,000 Tranche 3 Performance Rights.
Details of the
director’s current total
remuneration
package

• Mr Spring currently receives remuneration of NZ$420,000 per
annum (Gross Salary) for his services as Chief Executive Officer
and Executive Director. In addition to the Gross Salary, the
Company will match any KiwiSaver contributions that Mr Spring
makes, subject to the Company only being required to make a
maximum contribution equal to 3% of the Gross Salary (being
NZ$11,400).
• Mr Smith currently receives remuneration of $330,000 per
annum plus statutory superannuation for his services as a

Explanatory Memorandum


12
Director.
• Mr Cook currently receives remuneration of $120,000 per
annum plus statutory superannuation for his services as a
Director.
• Mr Bunting currently receives remuneration of $90,000 per
annum plus statutory superannuation for his services as a
Director.
Number of securities
previously issued
under the scheme
and the average
acquisition price paid
for those securities

• Mr Spring has previously been issued the following Equity
Securities under the Plan:
• 500,000 Options (Ex $0.885, Vest 23/1/25, Expire 23/1/26)
• 56,635 Options (Ex $0.9375, Vest 11/12/24, Expire 11/12/26)
• 56,634 Options (Ex $0.9375, Vest 11/12/25, Expire 11/12/26)
• 400,000 Options (Ex $0.9375, Vest 11/12/24, Expire 23/1/26)
• 47,120 Performance Rights (Tranche 1, Expire 11/12/25)
• 47,120 Performance Rights (Tranche 2, Expire 11/12/25)
• 47,120 Performance Rights (Tranche 3, Expire 11/12/25)
• 47,120 Performance Rights (Tranche 4, Expire 11/12/25)
• 47,120 Performance Rights (Tranche 5, Expire 11/12/25)
• Mr Smith has previously been issued 400,000 Options (Ex
$0.9375, Vest 11/12/24, Expire 23/1/26) under the Plan.
• Mr Cook has previously been issued 1,500,000 Options (Ex.
$0.667; Vest 23/10/24, Expire 23/10/26) under the Plan.
• Mr Bunting has not previously been issued Equity Securities
under the Plan.
If the securities are not
ordinary securities,
provide a summary of
the material terms of
the securities, an
explanation as to why
that type of security is
being used and the
value the entity
attributes to that
security and its basis
A summary of the material terms of the Performance Rights is set
out above this table under the heading “Terms of the Performance
Rights”.
The Company has proposed to issue the Performance Rights to
reward and incentivise each of the Directors to contribute to the
growth of the Company. The Company believes that the grant of
the Performance Rights provides a cost effective and efficient
incentive as opposed to alternative forms of incentives (e.g.,
increased remuneration).
It is also considered that the conditions attached to the
Performance Rights, which will determine whether how many (and
if at all) the Performance Rights vest/ exercise, is dependent upon
a concomitant increase in the value of the Company generally.
The Company has obtained an independent valuation of the
Performance Rights utilising a underlying security spot price of
$0.57 (on a post share split basis).
Item
1
2
3
Underlying security
spot price
$0.57 $0.57 $0.57
Exercise price
$nil $nil $nil

Explanatory Memorandum


13
Performance period
(years)
2.34yrs 2.34yrs 2.34yrs
Volatility
65.0% 65.0% 65.0%
Risk-free rate
3.534% 3.534% 3.534%
Dividend yield
Nil Nil Nil
Number of Rights
300,000 300,000 300,000
Valuation per Right
$0.57 $0.57 $0.57
Valuation per
Tranche
$171,000 $171,000 $171,000
As such, the total value per the above valuation of the
Performance Rights for each of the Directors (Tranche 1, Tranche 2
and Tranche 3) is:
(a) Damian Spring: $197,172;
(b) Sam Smith: $147,879;
(c) Peter Cook: $73,940 and
(d) Kim Bunting: $73,940.
Please note that Performance Rights will be valued on the date of
shareholder approval and the above is provided as a guide only.
The date or dates on
or by which the entity
will issue the securities
to the person under
the scheme
The Performance Rights will be issued as soon as possible following
the Meeting, but in any event, no later than three (3) years of the
date of the Meeting.
The price at which the
entity will issue the
securities to the
person under the
scheme
The Performance Rights will be issued for nil consideration
Summary of the
material terms of the
scheme
A summary of the Plan, under which the Performance Rights are
to be issued, is set out in Annexure A.
Summary of the
material terms of any
loan that will be made
to the person in
relation to the
acquisition
No loan will be provided to the Directors in relation to the
Performance Rights.
Statement for the
purpose of Listing Rule
10.15.11
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 for the issue
was obtained under Listing Rule 10.14.
Any additional persons covered by Listing Rule 10.14 who will
become entitled to participate in an issue of securities under the

Explanatory Memorandum


14
Plan after Resolutions 2 to 5 are approved (should they be
approved) and who are not named in this Notice will not
participate until approval is obtained under Listing Rule 10.14.
Purpose and
explanation of the
issue
• The purpose of the issue of Performance Rights is to provide
the Directors with reward and incentive for future services
they will provide to the Company to further the progress of
the Company.
• Performance Rights are being used because the Directors
consider that Performance Rights provide a cost effective
and efficient incentive that aligns with the interests of
Shareholders, as opposed to alternative forms of incentives
(e.g. cash bonuses, increased remuneration). However, it
must be recognised that there will be an opportunity cost to
the Company, being the price at which the Company
could issue Equity Securities to a third party.
• The opportunity costs and benefits foregone by the
Company by issuing Performance Rights is the potentially
dilutionary impact on the issued share capital of the
Company (in the event that the Performance Rights vest).
• Until vested, the issue of Performance Rights will not impact
upon the number of ordinary shares on issue in the
Company. To the extent that upon their vesting the
dilutionary impact caused with the issue of Shares will be
detrimental to the Company, this is more than offset by the
advantages accruing from the Company securing the
services of experienced and skilled Directors on appropriate
incentive terms and aligned by the relevant vesting
conditions.
Taxation
Consequences
No stamp duty will be payable in respect of the grant of the
Performance Rights. No GST will be payable by the Company in
respect of the grant of the Performance Rights (or if it is then it will
be recoverable as an input credit).
AASB 2 “Share Based Payments” requires that these payments
shall be measured at the more readily determinable fair value of
the equity instrument. Under the accounting standards this
amount will be expensed in the statement of financial
performance. Where the grant date and the vesting date are
different the total expenditure calculated will be allocated
between the two dates taking into account the terms and
conditions attached to the instruments and the counterparties as
well as management’s assumptions about probabilities of
payments and compliance with and attainment of the set out
terms and conditions.
Explanation of the
termination
benefits
The Employee Incentive Securities Plan contains provisions setting
out the treatment of unexercised Performance Rights, including
the Board’s discretion to deem some or all Performance Rights to
be forfeited and/ or waive any vesting conditions attaching to
those Performance Rights in the event of cessation of employment
or engagement by the Company.

Explanatory Memorandum


15
As noted above, the exercise of these discretions by the Board will
constitute a “benefit” for the purposes of the restrictions
contained in the Corporations Act’s regarding Termination
Benefits.
Value of the
termination
benefits
Various matters will or are likely to affect that value of the
Termination Benefits that the Board may give under the Employee
Incentive Securities Plan and, therefore the value of the
Termination Benefits cannot be determined in advance.
The value of a particular benefit resulting from the exercise of the
Board’s discretion under the Employee Incentive Securities Plan
will depend on factors such as the Company’s share price at the
time of the exercise of this discretion and the number of
Performance Rights that the Board decides to will not be forfeited
and/ or waive the vesting conditions in respect of. Some of the
factors that may affect the value of the Termination Benefits are
as follows:
(a) the nature and extent of any vesting conditions waived by
the Board;
(b) the number of vesting conditions that have been satisfied at
the time that the Board exercises this discretion; and
(c) the number of unexercised Performance Rights that the
participant holds at the time that this discretion is exercised.
Director Recommendation
The Directors abstain from making a recommendation in respect of Resolutions 2 to 5 given
their respective interests in the outcome of the Resolutions.
The Chair intends to vote all undirected proxies in favour of Resolutions 2 to 5.
Resolution 6 – Ratification of the issue of 27,139,288 Placement Shares
Background
On 26 April 2024, the Company announced that it had received commitments to issue
27,139,288 Shares pursuant to a placement to sophisticated, professional and institutional
investors, at an issue price of $1.15 per Share (Placement Shares) to raise $31.2 million
(Placement).
Funds raised from the Placement have been and will be applied to advance the Bendigo-
Ophir Gold Project in New Zealand and for general working capital purposes (including the
costs of the offer).
The Placement Shares were issued without Shareholder approval under the Company’s
existing placement capacities as follows:
(a) 9,339,288 Placement Shares were issued under the Company’s existing placement
capacity as provided for by Listing Rule 7.1; and
(b) 17,800,000 Placement Shares were issued under the Company’s existing placement
capacity as provided for by Listing Rule 7.1A.

Explanatory Memorandum


16
Listing Rule 7.1 provides that an entity must not, subject to certain exemptions, issue or agree
to issue more Equity Securities during any 12-month period, than the amount which represents
15% of the number of fully paid ordinary securities on issue at the commencement of that 12-
month period (15% Limit) without Shareholder approval.
Listing Rule 7.1A provides that an Eligible Entity may seek approval from its members by way
of a Special Resolution passed at its annual general meeting, to increase this 15% Limit by an
extra 10%. This means that during the relevant 12 month period the Eligible Entity can issue up
to 25% of the fully paid ordinary securities that it had on issue at the start of the relevant 12
month period.
Listing Rule 7.4 permits Shareholders to ratify a previous issue of Equity Securities in a general
meeting, and provided that the previous issue did not breach Listing Rule 7.1 when it was
made, those securities will be deemed to have been made with Shareholder approval for the
purposes of Listing Rule 7.1. This will mean that the Placement Shares will not be deducted
from the Company’s placement capacity under Listing Rule 7.1 and 7.1A.
The issue of the Placement Shares has depleted the Company’s available capacity under
Listing Rules 7.1 and 7.1A to issue new Equity Securities.
Accordingly, the Company now seeks Shareholder approval to ratify the issue of the
Placement Shares in accordance with Listing Rule 7.4.
If Resolution 6 is passed, the 27,139,288 Placement Shares will be excluded in calculating the
Company’s capacity limit pursuant to Listing Rules 7.1 and 7.1A. Therefore, the Company will
retain the flexibility to issue Equity Securities to the 25% placement capacity without the
requirement to obtain prior Shareholder approval in the relevant period.
If Resolution 6 is not passed, the 27,139,288 Placement Shares will be included in calculating
the Company’s capacity limit pursuant to Listing Rules 7.1 and 7.1A. This means that if
Resolution 6 is not passed, the Company will have no flexibility to utilise its capacity under
Listing Rules 7.1 and 7.1A to take advantage of any commercial opportunities as they may
arise.
For the purposes of Listing Rule 7.5, the following information is provided in respect of
Resolution 6:
Names of
allottees
The Placement Shares were issued to various professional and sophisticated
investors selected by the Company in consultation with lead managers, Bell
Potter Securities Limited and Euroz Hartleys Limited (Lead Managers).
No Related Party or person who is, or was at any time in the 6 months before
the Placement, a substantial (10%+) holder of the Company, or any of their
respective Associates participated in the Placement.
Number and
class of
securities issued
The Company issued 27,139,288 Shares pursuant to the Placement.
The Placement Shares rank, from their date of issue, equally with all other
Shares on issue.
Date of issue
The Placement Shares were issued on 3 May 2024.
Issue Price The issue price for the Placement Shares was $1.15 per Share.

Explanatory Memorandum


17
Purpose and use
of Funds
The funds raised from the Placement have been and will be applied to
advance the Bendigo-Ophir Gold Project in New Zealand and for general
working capital purposes (including the costs of the offer).
Material terms of
agreement
The relevant agreement provided that the issue price of Placement Shares is
$1.15 and includes various other conditions usual for a placement of this sort.
The Directors unanimously recommend that Shareholders vote in favour of Resolution 6 and
advise that they intend to vote any Shares that they own or control in favour of Resolution 6.
The Chair intends to vote all undirected proxies in favour of Resolution 6.
Inquiries
Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be
directed to Craig McPherson (Company Secretary): Level 1, 371 Queen Street, BRISBANE,
QLD, AUSTRALIA, 4000 Ph: +61 7 3221 7501

Explanatory Memorandum


18
Glossary
10% Additional Placement Capacity means the equity securities issued by the Company
pursuant to Listing Rule 7.1A.
Associate has the meaning given to that term in the Listing Rules.
ASX means ASX Limited (ABN 98 008 624 691) or the securities market operated by ASX
Limited (as the context requires).
AEST means Australian Eastern Standard Time.
Board means the board of Directors of the Company.
Chair means the chair of the Meeting.
Closely Related Party means, of a member of the Key Management Personnel:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant of the member or of the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the
member or be influenced by the member, in the member’s dealings with the
Company;
(e) a company the member controls; or
(f) a person prescribed by the regulations for the purpose of the above definition.
Company means Santana Limited ACN 161 946 989.
Constitution means the constitution of the Company from time to time.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company as at the date of this Explanatory Memorandum.
Eligible Entity has the meaning given to that term in the Listing Rules.
Equity Securities has the meaning given to that term in the Listing Rules.
Explanatory Memorandum means this explanatory memorandum that accompanies, and
forms part of, the Notice of Meeting.
General Meeting or Meeting means the general meeting of the Company to be convened
by the Notice of Meeting.
Key Management Personnel or KMP means 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).
Listing Rules means the listing rules of the ASX.
Notice of Meeting means the notice convening the general meeting of Shareholders that
accompanies this Explanatory Memorandum.
Option means an option to subscribe for a Share.
Ordinary Resolution means a resolution passed by more than 50% of the votes at a general
meeting of Shareholders.
Performance Right means a right to a Share.
Placement Securities means Equity Securities issued pursuant to the Company's 10%
Additional Placement Capacity.

Explanatory Memorandum


19
Plan means the Company’s employee incentive securities plan which was approved by
Shareholders at the Company’s 2022 Annual General Meeting, a summary of which is set out
in Appendix A.
Resolution means a resolution referred to in this Notice of Meeting.
Shareholder means a holder of a Share.
Share means a fully paid ordinary share in the capital of the Company.
Share Split means the subdivision of the Company’s securities on a 3:1 basis.
Trading Days means has the meaning given to that term in the Listing Rules.

Explanatory Memorandum


20
Annexure A – Summary of Employee Incentive Securities Plan
Purpose
The purpose of the Plan is to:
(a) assist in the reward, retention and motivation of Eligible
Employees;
(b) link the reward of Eligible Employees to Shareholder value
creation; and
(c) align the interests of Eligible Employees with Shareholders of the Group
(being the Company and its associated entities), by providing an
opportunity to Eligible Employees to receive an equity interest in the
Company in the form of securities.
Plan
administration
The Plan will be administered by the Board. The Board may exercise any
power or discretion conferred on it by the terms of the Plan in its sole and
absolute discretion except to the extent that it prevents the Company relying
on the deferred tax concessions under Subdivision 83A-C of the Income Tax
Assessment Act 1997 (Cth) (Income Tax Assessment Act). The Board may
delegate its powers and discretion.
Eligibility,
invitation and
application
The Board may from time to time determine that an Eligible Employee may
participate in the Plan and make an invitation to that Eligible Employee to
apply for any (or any combination of) Options and Performance Rights
provided under the Plan on such terms and conditions as the Board decides.
On receipt of an invitation, an Eligible Employee may apply for the securities
the subject of the invitation by sending a completed application form to the
Company. The Board may accept an application from an Eligible Employee
in whole or in part.
If an Eligible Employee is permitted in the invitation, the Eligible Employee
may, by notice in writing to the Board, nominate a party in whose favour the
Eligible Employee wishes to renounce the invitation.
Grant of
securities
The Company will, to the extent that it has accepted a duly completed
application, grant the participant the relevant number and type of securities,
subject to the terms and conditions set out in the invitation, the terms of the
Plan and any ancillary documentation required.
Rights attaching
to securities
Prior to an Option or Performance Right being exercised, the holder:
(a) does not have any interest (legal, equitable or otherwise) in any
Share the subject of the convertible security other than as expressly
set out in the Plan;
(b) is not entitled to receive notice of, vote at or attend a meeting of the
Shareholders of the Company;
(c) is not entitled to receive any dividends declared by the Company;
and
(d) is not entitled to participate in any new issue of Shares (see
‘Adjustment of convertible securities’ section below).
Vesting of
convertible
securities
Any vesting conditions applicable to the Options or Performance Rights will
be described in the invitation. If all the vesting conditions are satisfied and/or
otherwise waived by the Board, a vesting notice will be sent to the
participant by the Company informing them that the relevant securities have
vested. Unless and until the vesting notice is issued by the Company, the

Explanatory Memorandum


21
securities will not be considered to have vested. For the avoidance of doubt,
if the vesting conditions relevant to an Option or Performance Right are not
satisfied and/or otherwise waived by the Board, that security will lapse.
Exercise of
convertible
securities and
cashless
exercise
To exercise a security, the participant must deliver a signed notice of exercise
and, subject to a cashless exercise (see next paragraph below), pay the
exercise price (if any) to or as directed by the Company, at any time
following vesting of the Option or Performance Right (if subject to vesting
conditions) and prior to the expiry date as set out in the invitation or vesting
notice. An invitation to apply for Options or Performance Right may specify
that at the time of exercise of the Options or Performance Right, the
participant may elect not to be required to provide payment of the exercise
price for the number of Options or Performance Right specified in a notice of
exercise, but that on exercise of those Options or Performance Right, the
Company will transfer or issue to the participant that number of Shares equal
in value to the positive difference between the Market Value
1
of the Shares
at the time of exercise and the exercise price that would otherwise be
payable to exercise those Options or Performance Right.
An Option or a Performance Right may not be exercised unless and until that
security has vested in accordance with the terms of the Plan, or such earlier
date as set out in the Plan.
Timing of issue of
Shares and
quotation of
Shares on
exercise
As soon as practicable after the valid exercise of an Option or a
Performance Right by a participant, the Company will issue or cause to be
transferred to that participant the number of Shares to which the participant
is entitled under the terms of the Plan and issue a substitute certificate for any
remaining unexercised securities held by that participant.
Restrictions on
dealing with
securities
A holder may not sell, assign, transfer, grant a security interest over or
otherwise deal with an Option or a Performance Right that has been granted
to them unless otherwise determined by the Board. A holder must not enter
into any arrangement for the purpose of hedging their economic exposure to
an Option or a Performance Right that has been granted to them.
However, in Special Circumstances as defined under the Plan (including in
the case of death, total or permanent disability, retirement, redundancy or
severe financial hardship of the participant) a participant may deal with
convertible securities granted to them under the Plan with the consent of the
Board which may be withheld in its absolute discretion.
Listing of
convertible
securities
An Option or a Performance Right granted under the Plan will not be quoted
on the ASX or any other recognised exchange. The Board reserves the right in
its absolute discretion to apply for quotation of an Option or Performance
Right granted under the Plan on the ASX or any other recognised exchange.
Forfeiture of
convertible
securities
Options and Performance Rights will be forfeited in the following
circumstances:
(a) where a participant who holds Options or Performance Rights ceases
to be an Eligible Employee, all unvested convertible securities will
automatically be forfeited by the participant, unless the Board
otherwise determines in its discretion to permit some or all of the
convertible securities to vest;
(b) where a participant acts fraudulently or dishonestly, negligently,
in contravention of any Group policy or wilfully breaches their
duties to the Group;

1
Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over
the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

Explanatory Memorandum


22
(c) where there is a failure to satisfy the vesting conditions in
accordance with the Plan;
(d) on the date the participant becomes insolvent; or
on the expiry date of the Options or Performance Rights, unless the Board
otherwise determines.
Change of
control
If a change of control event occurs, or the Board determines that such an
event is likely to occur, the Board may in its discretion determine the manner
in which any or all of the holder's Options or Performance Rights will be dealt
with, including, without limitation, in a manner that allows the holder to
participate in and/ or benefit from any transaction arising from or in
connection with the change of control event.
Adjustment of
convertible
securities
If there is a reorganisation of the issued share capital of the Company
(including any subdivision, consolidation, reduction, return or cancellation of
such issued capital of the Company), the rights of each participant holding
Options or Performance Rights will be changed to the extent necessary to
comply with the Listing Rules applicable to a reorganisation of capital at the
time of the reorganisation.
If Shares are issued by the Company by way of bonus issue (other than an
issue in lieu of dividends or by way of dividend reinvestment), the holder of
Options or Performance Rights is entitled, upon exercise of those securities, to
receive an issue of as many additional Shares as
would have been issued to the holder if the holder held Shares equal in
number to the Shares in respect of which the Options or
Performance Rights are exercised.
Unless otherwise determined by the Board, a holder of Options or
Performance Rights does not have the right to participate in a pro rata issue
of Shares made by the Company or sell renounceable rights.
Rights attaching
to Shares
All Shares issued or transferred under the Plan or issued or transferred to a
participant upon the valid exercise of an Option or a Performance Right, will
rank equally in all respects with the Shares of the same class for the time
being on issue except for any rights attaching to the Shares by reference to a
record date prior to the date of the allotment or transfer of the Shares. A
participant will be entitled to any dividends declared and distributed by the
Company on the Shares issued upon exercise of an Option or a Performance
Right and may participate in any dividend reinvestment plan operated by
the Company in respect of Shares. A participant may exercise any voting
rights attaching to Shares issued under the Plan.
Disposal
restrictions on
Shares
If the invitation provides that any Shares issued upon the valid exercise of an
Option or a Performance Right are subject to any restrictions as to the
disposal or other dealing by a participant for a period, the Board may
implement any procedure it deems appropriate to ensure the compliance by
the participant with this restriction.
For so long as a Share is subject to any disposal restrictions under the Plan, the
participant will not:
(a) transfer, encumber or otherwise dispose of, or have a security
interest granted over that Share; or
(b) take any action or permit another person to take any action to
remove or circumvent the disposal restrictions without the express
written consent of the Company.
General
Restrictions on
If the Company is required but is unable to give ASX a notice that complies
with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of

Explanatory Memorandum


23
Transfer of Shares an Option or a Performance Rights may not be traded until 12 months after
their issue unless the Company, at its sole discretion, elects to issue a
prospectus pursuant to section 708A(11) of the Act.
Restrictions are imposed by applicable law on dealing in Shares by persons
who possess material information likely to affect the value of the Shares and
which is not generally available. These laws may restrict the acquisition or
disposal of Shares by you during the time the holder has such information.
Any Shares issued to a holder upon exercise of an Option or a Performance
Right shall be subject to the terms of the Company’s Securities Trading Policy.
Buy-Back
Subject to applicable law, the Company may at any time buy-back Options
or Performance Rights in accordance with the terms of the Plan.
Employee Share
Trust
The Board may in its sole and absolute discretion use an employee share trust
or other mechanism for the purposes of holding securities for holders under
the Plan and delivering Shares on behalf of holders upon exercise of Options
or Performance Rights.
Maximum
number of
securities
The Company will not make an invitation under the Plan which involves
monetary consideration if the number of Shares that may be issued, or
acquired upon exercise of Options or Performance Rights offered under an
invitation, when aggregated with the number of Shares issued or that may be
issued as a result of all invitations under the Plan during the 3 year period
ending on the day of the invitation, will exceed 5% of the total number of
issued Shares at the date of the invitation (unless the Constitution specifies a
different percentage and subject to any limits approved by Shareholders
under Listing Rule 7.2 Exception 13(b).
Amendment of
Plan
Subject to the following paragraph, the Board may at any time amend any
provisions of the Plan, including (without limitation) the terms and conditions
upon which any securities have been granted under the Plan and determine
that any amendments to the terms of the Plan be given retrospective effect,
immediate effect or future effect.
No amendment to any provision of the Plan may be made if the amendment
materially reduces the rights of any participant as they existed before the
date of the amendment, other than an amendment introduced primarily for
the purpose of complying with legislation or to correct manifest error or
mistake, amongst other things, or is agreed to in writing by all participants.
Plan duration
The Plan continues in operation until the Board decides to end it. The Board
may from time to time suspend the operation of the Plan for a fixed period or
indefinitely and may end any suspension. If the Plan is terminated or
suspended for any reason, that termination or suspension must not prejudice
the accrued rights of the participants.
If a participant and the Company (acting by the Board) agree in writing that
some or all of the securities granted to that Participant are to be cancelled
on a specified date or on the occurrence of a particular event, then those
securities may be cancelled in the manner agreed between the Company
and the participant.
Income Tax
Assessment Act
The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment
Act applies (subject to the conditions in that Act) except to the extent an
invitation provides otherwise.