Ann: Executive Management Changes, page-14

Stop the Wolf whistling please…LOL

I think its more a case of interpretation rather than comprehension, with a tickle of bias tossed in to spice things up…which is fine, as we all know how finely balanced opinions are on HC

Firstly, the performance rights issued in April 2020 associated with shares that Mr. Zardo received in Dec 2022, were part of his sign-on employment contract and at that time MSE SP now ZEO was sub-1c, when the milestone was achieved the SP was closer to 4c, so I would think that represents some level of performance.

Secondly, it was you that mentioned the 6m shares Mr. Zardo received for Toondoon project acquisition, as another Have and Have Nots circumstance, & obviously you’re a good truck driver. I simply tabled the facts supported by Independent Experts Report (lodged on the ASX) which stated the Toondoon asset was valued in range of $8m - $55m, not matter how wide that seems, ZEO paid around $2.3m – so again my interpretation and that of third party experts, which differs from yours (what a surprise) the Board, including Mr. Zardo struck a deal that looked to clearly be in the interest of SH’s IMHO.

Thirdly, following your dot point approach, and it took me a little while to find the info. SH’s approved an Incentive Share Plan in late 2020, with the employee share scheme being based on issuance of shares under a non-recourse loan basis, so all ISP shares issued to participants ie employees of the Company, (and in the case of Directors requiring continued SH approval). So the $2m+ in non-recourse loans, your howling about, is the level of money the company needs to get in - before any participant in the SH approved Incentive Share Plan sees one cent. Yes, the loans against the ISP shares are non-recourse, but it’s part of an incentive plan, in my interpretation (again differing from yours). Also, IMO shares with a non-recourse loan attached (plus, a set expiry term), look to be much the same as an option with a strike price / term – at the end of the day, if the loan is not paid out the participant, I assume gets ZERO. This to some extend is further supported by the fact the incentive loan shares are valued in the same way options are ,using Black Scholes method (for accounting purposes), as the core value in most cases in loan shares/options is intrinsic time, until they expire.

Finally, the laughable comment that the auditors stepped in and enforced some sort of increase in Mr. Zardo’s incentive share SP (from 5c to 8c), whilst undertaking an audit of 2023’FY which had already passed, meaning whatever financial events auditors review/audit post the end of the reporting year, had occurred – the auditor simply calls them out. The ISP shares in question were approved by SH’s and issued, so its safe to assume that any change to an equity instrument post issuance, would need to be facilitated by the holder. Interpret it however you like, but the facts are the company ends up with more money ie 8c per share, rather than 5c per share (extra $360,000 on something that was already a done deal), before Mr. Zardo gets any financial benefit. Oh, while on the audit trail, the reason the subject item appeared as an audit highlight was it represented a material financial event. Maybe you can call Rothsay and ask them if they enforced the increase in incentive SP…LOL

Enough banter, I’ll wrap up by simply saying, we obviously ‘HAVE’ to much spare time and ‘HAVE NOT’ anything better to do too, and as always DYOR as one could easily drive a truck through the range of opinions on this thread