Ann: Appendix 3Y - Company Share Plan, page-2

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1 December 2017
Issue of Plan Shares to Participating Directors and Appendix 3Y
Australian Mines Limited (“Australian Mines” or “the Company”) would like to advise the issue of 59,600,00 shares (Plan Shares) to certain directors of the Company (Participating Directors) under the Company’s Loan Share Plan (as approved by Shareholders at the Company’s Annual General Meeting on 13 November 2017 (AGM)). The issue of these Plan Shares were the subject of the Company’s Appendix 3B released to the market on 29 November 2017.
As set out in the Company’s notice of AGM dated 15 September 2017 and in accordance with the terms of the Loan Share Plan, the Company notes the following key features of the Plan Shares and the loans provided by the Company to the Participating Directors in connection with the subscription of those Plan Shares (Loans):
(a) (Vesting conditions) the Plan Shares are subject to the following vesting conditions:
(i) 50% of the Plan Shares will vest on 1 June 2018; and
(ii) the remaining Plan Shares will vest on 1 June 2019;
(b) (Issue price) the issue price of the Plan Shares is $0.11626, being 1.3 times the 5-day volume weighted average price of the Company’s shares up to the issue date (being 27 November 2017);
(c) (Key features of the Loans):
(i) the Company made an interest-free limited recourse loan in accordance with the terms of the Loan Share Plan to each of the Participating Directors for the sole purpose of funding the subscription of the Plan Shares for the prescribed issue price;
(ii) the granting of the Loans has no negative effect on the Company’s cash flow (other than in respect of any costs associated with the granting of the Loans which are not expected to be material);
(iii) the Loans are limited recourse loans, meaning that if a Participating Director does not repay the Loan when it is due for repayment, the Company can only require that Participating Director to sell those Plan Shares and remit the sale proceeds to the Company. The proceeds of such sale will constitute full satisfaction of the loan, even where such proceeds are less than the Loan balance at that time. If the sale proceeds