Resolution 5 deserves a closer look—not just as a matter of director remuneration, but as a signal of what management believes they’re about to deliver.
This isn’t a grab for free equity. The 60 million performance rights being proposed (20 million each to Daws, Pereira, and Kingswood) are structured around four separate and independent milestones. Each milestone unlocks 5 million shares per director, meaning they don’t need to hit all four to be rewarded—each target stands on its own.
Here’s the breakdown:
**Tranche 1** – Estrella achieves a sustained $200 million market capitalisation for 20 consecutive trading days
(With current MC at $90M, this implies a share price re-rate to 9.6c)
**Tranche 2** – A JORC Inferred Resource of 500Mt limestone at 30% CaCO₃ is defined
(This is the key resource milestone—but see below for an important caveat)
**Tranche 3** – Regulatory approval is granted to export limestone from a Timor-Leste port
**Tranche 4** – The company receives payment for the first 1Mt of limestone sold
Each of these achievements triggers a third of the 60M pool, regardless of whether the others are met. So, theoretically, directors could earn 5M shares each by simply delivering one of them.
Now here’s the curious part: the 500Mt JORC milestone is not tied to the 30 September deadline outlined in Estrella’s offtake agreement with REM. That deadline is critical commercially—REM needs it to move forward. So why not align the directors’ rewards with that same date?
It’s a fair question.
The performance rights give them a full three-year window to meet the milestone, even if the REM deal lapses or is renegotiated. It may be a strategic hedge—setting a higher internal benchmark, or allowing flexibility in case timelines slip. But it does create a disconnect between shareholder-facing commercial obligations and internal incentive timing.
You can also see the likely choreography: things appear to have slowed just enough to get this resolution tabled and approved ahead of major announcements. If that’s the case, it’s not necessarily negative—it means management wants their interests formally tied to the outcome **before** triggering what could be a major re-rate.
Because let’s be honest: if they do prove up 500Mt, lock in export approvals, and start shipping and receiving payment—this won’t be a 10c stock. The market won’t stop at a $200M cap. You’re looking at a genuine multi-bagger scenario, especially if offtake momentum follows.
Yes, the rights are valued at approx $1 mil per director. But if even one or two of these milestones are achieved, the value creation for shareholders will far exceed that.
Bottom line:
This resolution isn’t about dilution. It’s about directors putting themselves on the same scorecard as the market—and signalling, very clearly, that they expect to win.
Just wish they’d anchored the JORC timing to the 30 Sept REM agreement. Would have made the alignment bulletproof.
