CARBINE TUNGSTEN

LIMITED

ABN: 77 115 009 106

RULES OF THE CARBINE TUNGSTEN LIMITED AWARDS PLAN 2015

Adopted by the Board of Directors on 15 October 2015

and to be put to Shareholders for approval at the AGM on 24 November 2015

RULES OF THE CARBINE TUNGSTEN LIMITED AWARDS PLAN 2015

CONTENTS

1. Name of Plan 1

2. Definitions and Interpretation 1

3. Establishment and Termination of The Plan 4

4. Purpose of Plan 4

5. Operation of The Plan 4

6. Eligibility 5

7. Offer of Options and Exercise Price 6

8. Invitation To Participate With Respect To Performance Rights 7

9. Accepting Offers and Invitations 7

10. No Consideration 8

11. Certificates 8

12. Quotation 8

13. Not Transferable 9

14. Exercise of Options or Performance Rights 9

15. Time Lapse of Awards 11

16. Shares Allotted on Exercise of Options or Performance Rights 11

17. Ceasing To Be An Eligible Person 11

18. Entitlement To Participate In Future Issues 13

19. Rights of Participants 14

20. Amendment, Termination and Suspension 15

21. Powers Of The Board 15

22. Notices 15

23. Advice 15

24. General 16

RULES OF THE CARBINE TUNGSTEN LIMMITED AWARDS PLAN 2015

PART A - INTRODUCTION

1. NAME OF PLAN

2. This Plan shall be called the Carbine Tungsten Limited Awards Plan 2015 ('Plan').

3. DEFINITIONS AND INTERPRETATION

4. In these Rules, unless the context otherwise requires, the following words and expressions shall have the following meanings:

   'Allocate' means granting an option or other right to acquire unissued Shares, or if there is no such grant, the issue and allotment of Shares;

   'Application Form' means an application form by which an Eligible Person or a Permitted Nominee can accept an Invitation or an Offer, as the case may be, in such form as the Board may approve from time to time;

   'ASIC' means the Australian Securities and Investments Commission; 'Associated Company' means at any time any body corporate that at that time:

5. is a related body corporate of the Company within the meaning of section 50 of the Corporations Act;

6. has voting power in the Company of not less than 20%; or

7. the Company has voting power of not less than 20% in it;

'ASX' means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX;

'Awards' means Options issued and/or Performance Rights granted under the Plan;

'Bid Period', in relation to a takeover bid in respect of Shares, means the period referred to in the definition of that expression in section 9 of the Corporations Act provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the Bid Period shall be deemed to have commenced at the time of that announcement;

'Board' means the Directors acting as the board of directors of the Company or a committee appointed by such board of directors;

'Business Day' means a day on which banks are open for business in Cairns excluding a Saturday, Sunday or public holiday;

'Certificate' means the certificate issued in accordance with clause 11.1 by the Company to a Holder in respect of an Option or a Performance Right, respectively;

'Change of Control Event' means

1. a takeover bid (as defined in the Corporations Act) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or

2. a shareholder, or a group of associated shareholders, becoming entitled to sufficient Shares to give it or them the ability in general meeting, to replace all or a majority of the Board; or

   
   

   
   

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3. an application is made under section 411 of the Corporations Act or a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company;

'Company' means Carbine Tungsten Limited ABN 77 115 009 106; 'Constitution' means the constitution of the Company; 'Corporations Act' means the Corporations Act 2001 (Cth);

'Director' means a director of the Company from time to time but does not include a person who is only a director by virtue of being an alternate director;

'Eligible Person' means a Director or any full or part-time continuing employee of a Group Company (including bodies corporate), or a casual employee or contractor if permitted by ASIC, whom the Board otherwise determines in its absolute discretion is to participate in the Plan;

'Exercise Condition' means the performance, vesting or other conditions (if any) determined by the Board and specified in an Offer which are, subject to these Rules, required to be satisfied, reached or met before an Option can be exercised;

'Exercise Price' means, in respect of an Option, the subscription price per Share, determined in accordance with clause 7.2, payable by a Holder on exercise of the Option;

'Expiry Date' means, in relation to an Option or Performance Right, the date determined by the Board prior to the offer of the relevant Option or Performance Right, subject to any restriction in the Corporations Act from time to time but in any event no longer than 7 years from the Issue Date;

'Group' means the Company and its Subsidiaries and Associated Companies (if any) from time to time and a 'Group Company' means any one of them;

'Holder' means, in relation to an Option, the person (whether an Eligible Person or a Permitted Nominee) entered in the Company's register of options as the holder of that Option, and in relation to a Performance Right, the holder of that Performance Right (whether an Eligible Person or a Permitted Nominee);

'Invitation' means an invitation to participate in the Plan in respect of a Performance Right in accordance with clause 8;

'Issue Date' means the date on which the Company issues an Option or grants a Performance Right, as the case may be;

'Law' means the laws of the Commonwealth of Australia;

'Legal Personal Representative' means the executor of the will or an administrator of the estate of a deceased person, the trustee of the estate of a person under a legal disability or a person who holds an enduring power of attorney granted by another person;

'Listing Rules' means the Official Listing Rules of ASX as they apply to the Company from time to time; 'Market Value' means, if the Company is admitted to the official list of ASX:

1. the weighted average closing sale price of the Shares recorded on the stock market of ASX over the five trading days immediately preceding the day on which the Board resolves to offer an Option; or

2. in circumstances where there has been no trading in the Shares during the five trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of ASX;




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