Issue of Performance Rights
Released
Released
Announcement PDF
Globe Metals & Mining Limited
ABN 33 114 400 609
45 Ventnor Avenue
West Perth WA 6005
ASX: GBE
+61 8 6118 7240
info@globemm.com
globemm.com
ASX Announcement
31 March 2025
Issue of Performance Rights
Globe Metals & Mining Limited (ASX: GBE) (“Globe” or “Company”) advises that it has
issued 6,000,000 unlisted performance rights (Performance Rights) to the Company’s Chief
Executive Officer, and 3,500,000 Performance Rights to the Company’s Chief Financial
Officer, pursuant to the Employee Awards Plan approved by Globe’s shareholders at the
2024 Annual General Meeting.
The material terms of the Performance Rights are set out in Annexure A to this
announcement.
This announcement was authorised for release by the Company Secretary, Paul Hardie.
For further information, please contact:
Paul Hardie
Company Secretary
P: +61 8 6118 7240
E: phardie@globemm.com
ANNEXURE A
TERMS OF PERFORMANCE RIGHTS
(a)
(Entitlement): Each Performance Right will entitle its holder to subscribe for and be
issued one Share (upon exercise of that Performance Right), subject to
satisfaction of the vesting conditions.
(b)
(Eligibility): Continuous employment with the Company (or any of its subsidiaries),
and compliance with all Company policies as adopted from time to time, from
the date of the offer until the vesting conditions are met.
(c)
(Exercise Price): Subject to the terms of the Plan, the amount payable upon
exercise of the Performance Rights is nil.
(d)
(Expiry Date): The Performance Rights expire at 5:00pm (AWST) on 30 September
2026 (Expiry Date).
(e)
(Exercise Period): Subject to satisfaction of the vesting conditions, the
Performance Rights are exercisable at any time on or before the Expiry Date.
(f)
(Vesting Conditions): The Performance Rights are subject to the following vesting
conditions:
Vesting Condition
Vesting Date
Percentage of
Performance
Rights to vest
Signing of 100% binding offtake agreements for
Phase 1 production of Niobium Oxide
31 March 2025
15%
Completion of updated Feasibility Study
31 March 2025
10%
Drawdown of Tranche 1 of IDC predevelopment funding
30 April 2025
15%
Board decision to execute the Kanyika Niobium
Project
30 June 2025
20%
Commencement of mine development (Project
execution)
30 September
2025
20%
Production of first refined product at Phase 1
plant
30 September
2026
20%
If a Change of Control Event occurs, the Board may in its sole and absolute
discretion, and subject to the Listing Rules determine how unvested Performance
Rights will be treated, including (but not limited to) determining that the unvested
Performance Rights (or a portion of them) will vest and become immediately
exercisable with such vesting deemed to have taken place immediately prior to
the effective date of the Change of Control Event, regardless of whether or not
the employment, engagement, or office of the holder is terminated or ceases in
connection with the Change of Control Event.
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In the event of cessation of the holder’s employment within the applicable
vesting periods, the Board may, subject to compliance with the Listing Rules and
the Corporations Act (which may require Shareholder approval), determine to
treat any of the holder’s unvested Performance Rights (as applicable) as not
having lapsed if the Board determines that the relevant circumstances warrant
such treatment.
(g)
(Participation in New Issues): There are no participating rights or entitlements
inherent in the Performance Rights and the holder will not be entitled to
participate in new issues of securities offered to Shareholders during the currency
of the Performance Rights.
(h)
(Transferability): The Performance Rights are not transferable without Board
approval.
(i)
(Quotation): Performance Rights will not be listed for quotation on ASX; however,
the Company will apply for official quotation of the Shares issued upon the
exercise of any vested Performance Rights.
(j)
In these terms, unless the context otherwise requires:
(i)
ASX means ASX Limited (ACN 008 624 691) or the Australian Securities
Exchange, as the context requires.
(ii)
AWST means Australian Western Standard Time as observed in Perth,
Western Australia.
(iii)
Board means the board of directors of the Company as constituted from
time to time.
(iv)
Change of Control Event occurs where:
(A)
an offer is made for Shares pursuant to a takeover bid under
Chapter 6 of the Corporations Act and is (or is declared)
unconditional;
(B)
a court of competent jurisdiction approves, under Part 5.1 of the
Corporations Act, a compromise or arrangement relating to the
Company, or a compromise or arrangement proposed for the
purposes of, or in connection with, a scheme for the reconstruction
of the Company or its amalgamation with any other company or
companies; or
(C)
in any other case, a person obtains Voting Power in the Company
that the Board determines is sufficient to control the composition of
the Board.
(v)
Company means Globe Metals and Mining Limited (ACN 114 400 609).
(vi)
Corporations Act means the Corporations Act 2001 (Cth).
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(vii)
Listing Rules means the listing rules of ASX and any other rules of ASX which
are applicable while the Company is admitted to the Official List, each as
amended or replaced from time to time, except to the extent of any
express written waiver by ASX.
(viii)
Official List means the official list of entities that ASX has admitted and not
removed.
(ix)
Performance Right means a conditional right to acquire a Share upon and
subject to the terms of the relevant offer and the Plan.
(x)
Plan means the Employee Awards Plan approved by Shareholders at the
2024 Annual General Meeting.
(xi)
Share means a fully paid ordinary share in the capital of the Company.
(xii)
Shareholder means a person recorded in the Company’s register as a
holder of a Share or Shares.
(xiii)
Voting Power has the meaning given in section 610 of the Corporations
Act.
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