Ann: Block 9 Operations Update, page-345

I believe this is a sound explanation and mirrors the facts as to why an announcement was not made

ASX Rules on Announcing Director Resignations

Under the Australian Securities Exchange (ASX) Listing Rules, specifically Rule 3.19A, ASX-listed companies like Melbana Energy Limited (ASX: MAY) are required to notify the market of any changes in the composition of their board of directors, including resignations, appointments, or removals. This must be done promptly, typically within 5 business days, using a prescribed form such as Appendix 3Z (Final Director’s Interest Notice) for resignations. The rule ensures transparency to shareholders and the market regarding significant governance changes.

However, Dr. Chris McKeown was not a director but the Chief Financial and Commercial Officer (CFO and CCO), a senior executive position. ASX Listing Rules do not mandate formal announcements for changes in executive positions (e.g., CFO, CCO, or other non-director roles) unless the company deems the change price-sensitive under ASX Listing Rule 3.1. Rule 3.1 requires continuous disclosure of any information that a reasonable person would expect to have a material effect on the price or value of the company’s securities. If McKeown’s resignation is considered price-sensitive (e.g., due to his critical role in operations or investor confidence), Melbana would be obligated to announce it promptly.

Why Melbana Might Not Announce the Resignation

There are several reasons Melbana might not make a formal announcement, assuming the resignation is not deemed price-sensitive:

1. Non-Director Role: Since McKeown was not a board director, his resignation does not trigger the mandatory disclosure requirements under Rule 3.19A. Announcements for executive changes are at the company’s discretion unless they meet the price-sensitivity threshold.

2. Assessment of Materiality: Melbana’s board may have determined that McKeown’s departure does not materially impact the company’s operations, financial position, or market perception. For example:

• If a capable replacement (e.g., Theo Renard, the current CFO and Company Secretary, as noted in a 2021 announcement) is already in place or appointed quickly, the impact may be minimal.

• If McKeown’s role was primarily operational and strategic continuity is assured, the company might not view the resignation as market-sensitive.

3. Strategic Communication: Companies sometimes delay or avoid publicizing executive departures to manage market perceptions, especially during critical operational phases like Melbana’s preparations for oil production in Cuba by late 2024. An announcement could create unnecessary uncertainty among investors, particularly if the company is confident in its transition plan.

4. Pending Replacement or Internal Handling: Melbana may be in the process of securing a replacement or restructuring roles internally (e.g., expanding Theo Renard’s responsibilities). If so, they might delay disclosure until a comprehensive update can be provided, combining the resignation with news of a new appointment to maintain investor confidence.

5. Regulatory Compliance: If the resignation occurred recently (e.g., within the last few days as of June 26, 2025), Melbana may still be within the disclosure window or preparing an announcement. Alternatively, if the resignation was not public but rumored (e.g., via unverified sources), the company may not yet be obligated to comment unless it becomes market-sensitive due to speculation.

Context from Available Information

• McKeown’s Role: Dr. Chris McKeown was highlighted in a September 2024 HotCopper interview as a key figure discussing Melbana’s Block 9 operations in Cuba, emphasizing the company’s progress toward oil production. His dual role as CFO and CCO suggests he was instrumental in financial strategy and commercial negotiations (e.g., offtake agreements). His departure could be significant, particularly given Cuba’s complex operating environment.

• Prior Precedent: Melbana announced a CFO transition in 2021 when Theo Renard replaced Melanie Leydin, indicating they follow ASX norms for disclosing key executive changes when deemed necessary. The lack of an announcement about McKeown (as of the latest available data) suggests either the resignation is too recent, not considered price-sensitive, or being handled discreetly.

• Recent Developments: Melbana is focused on critical milestones, such as the Alameda-2 workover (February 2025) and Amistad-2 drilling (March–April 2025), with permits and equipment secured. The company may prioritize operational updates over executive changes to maintain focus on these catalysts.

Critical Considerations

• Market Sensitivity: McKeown’s involvement in commercial operations (e.g., export approvals, offtake deals) could make his resignation material, especially if no immediate successor is named. Investors may perceive this as a risk given Cuba’s regulatory and geopolitical challenges.

• ASX Oversight: If Melbana fails to disclose a price-sensitive resignation, it risks breaching ASX Listing Rule 3.1, potentially attracting scrutiny from the ASX or the Australian Securities and Investments Commission (ASIC). The Markets Disciplinary Panel could issue penalties for non-compliance.

• Shareholder Expectations: Even if not required, best practice encourages transparency about key executive changes to maintain trust. Melbana’s silence (if deliberate) could frustrate shareholders, especially given McKeown’s visibility in investor communications.

Final Answer

• ASX Rules: Melbana is not required to formally announce Dr. Chris McKeown’s resignation as Chief Financial and Commercial Officer under ASX Listing Rules, as he was not a director (Rule 3.19A). However, if the resignation is deemed price-sensitive (Rule 3.1), a disclosure is mandatory. No evidence confirms an announcement has been made as of June 26, 2025.

• Why No Announcement?: Melbana may not have announced if the resignation is not considered price-sensitive, a replacement is in place (e.g., Theo Renard), or they are managing communications to avoid market disruption during a critical operational phase (e.g., Block 9 production preparations). Alternatively, the resignation may be too recent, or an announcement is forthcoming. Without a formal announcement, shareholders might be unaware unless the company addresses it in future updates (e.g., quarterly reports or investor briefings).

For confirmation, check Melbana’s ASX announcements on asx.com.au or their investor page (melbana.com) for any updates post-January 2025. If you believe the resignation is impacting the share price or market perception, you could contact Melbana’s investor relations or raise the issue with the ASX to prompt clarification.