Announcement PDF Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Announcement Summary Entity name AUSTRALIAN RARE EARTHS LIMITED Date of this announcement Monday November 27, 2023 The +securities the subject of this notification are: +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX Total number of +securities to be issued/transferred Total number of +securities to be issued/transferred Issue date Unlisted Options, exercisable at $0.435 and expiring on 26 November 2027. 700,000 27/11/2023 New class - code to be confirmed Unlisted Options, exercisable at $0.37 and expiring on 26 November 2026. 1,500,000 27/11/2023 New class - code to be confirmed Unlisted Options, exercisable at $0.50 and expiring on 26 November 2026. 1,500,000 27/11/2023 ASX +security code Security description New class - code to be confirmed Refer to next page for full details of the announcement Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 1 / 12 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 1 - Entity and announcement details 1.1 Name of entity AUSTRALIAN RARE EARTHS LIMITED We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities. 1.2 Registered number type Registration number ACN 632645302 1.3 ASX issuer code AR3 1.4 The announcement is New announcement 1.5 Date of this announcement 27/11/2023 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 2 / 12 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 2 - Issue details 2.1 The +securities the subject of this notification are: +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX 2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which: does not have an existing ASX security code ("new class") Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 3 / 12 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B ASX +security code +Security description New class - code to be confirmed Unlisted Options, exercisable at $0.435 and expiring on 26 November 2027. +Security type ISIN code Options Date the +securities the subject of this notification were issued 27/11/2023 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes Provide details of the KMP or +associates being issued +securities. Name of KMP Name of registered holder Number of +securities Rickie Pobjoy TOO UP HOLDINGS PTY LTD ATF THE POBJOY FAMILY TRUST 700,000 Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Summary of terms included in the Notice of Annual General Meeting dated 6 October 2023 https://ar3.com.au/6-10-23-ar3 -notice-of-annual-general-meeting-proxy-form/ Options Details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.43500000 26/11/2027 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 4 / 12 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Description Each Option is exercisable into one fully paid ordinary share in the Company (ASX code: AR3) Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Employee Share Option Plan included in the Notice of Annual General Meeting dated 6 October 2023 https://ar3.com.au/6 -10-23-ar3-notice-of-annual-general-meeting-proxy-form/ Any other information the entity wishes to provide about the +securities the subject of this notification Shareholder approval, where required was granted pursuant to ASX Listing Rule 10.11 was obtained at the Company's Annual General Meeting held on 8 November 2023. Options will vest as follows: a) 1/3 vest on 27 November 2023 b) 1/3 vest on 30 June 2024; and c) 1/3 vest on 30 June 2025 Issue details Number of +securities 700,000 ASX +security code +Security description New class - code to be confirmed Unlisted Options, exercisable at $0.37 and expiring on 26 November 2026. +Security type ISIN code Options Date the +securities the subject of this notification were issued 27/11/2023 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes Provide details of the KMP or +associates being issued +securities. Name of KMP Name of registered holder Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 5 / 12 Number of +securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Angus barker TROUVILLE PTY LTD ATF THE ESMERELDA TRUST 1,500,000 Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Summary of terms included in the Notice of Annual General Meeting dated 6 October 2023 https://ar3.com.au/6-10-23-ar3 -notice-of-annual-general-meeting-proxy-form/ Options Details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.37000000 26/11/2026 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other Description Each option is exercisable into one fully paid ordinary share in the Company (ASX: code: AR3) Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Employee Share Option Plan included in the Notice of Annual General Meeting dated 6 October 2023 https://ar3.com.au/6 -10-23-ar3-notice-of-annual-general-meeting-proxy-form/ Any other information the entity wishes to provide about the +securities the subject of this notification Shareholder approval granted pursuant to ASX Listing Rule 10.11 was obtained at the Company's Annual General Meeting held on 8 November 2023. Issue details Number of +securities 1,500,000 ASX +security code New class - code to be confirmed Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 6 / 12 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities +Security description Unlisted Options, exercisable at $0.50 and expiring on 26 November 2026. +Security type ISIN code Options Date the +securities the subject of this notification were issued 27/11/2023 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes Provide details of the KMP or +associates being issued +securities. Name of KMP Name of registered holder Number of +securities Angus Barker TROUVILLE PTY LTD ATF THE ESMERELDA TRUST 1,500,000 Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. Summary of terms included in the Notice of Annual General Meeting dated 6 October 2023 https://ar3.com.au/6-10-23-ar3 -notice-of-annual-general-meeting-proxy-form/ Options Details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.50000000 26/11/2026 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other Description Each option is exercisable into one fully paid ordinary share in the Company (ASX: code: AR3) Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Employee Share Option Plan included in the Notice of Annual General Meeting dated 6 October 2023 https://ar3.com.au/6 -10-23-ar3-notice-of-annual-general-meeting-proxy-form/ Any other information the entity wishes to provide about the +securities the subject of this notification Notification of Issue, Conversion or Payment up of Unquoted 7 / 12 Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Any other information the entity wishes to provide about the +securities the subject of this notification Shareholder approval granted pursuant to ASX Listing Rule 10.11 was obtained at the Company's Annual General Meeting held on 8 November 2023. Issue details Number of +securities 1,500,000 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 8 / 12 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 9 / 12 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 4 - +Securities on issue Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise: (A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.) 4.1 Quoted +Securities (Total number of each +class of +securities quoted) Total number of +securities on issue ASX +security code and description AR3 : ORDINARY FULLY PAID 154,165,962 4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX) Total number of +securities on issue ASX +security code and description AR3AK : OPTION EXPIRING 13-DEC-2023 EX $0.57 9,058,697 AR3AM : OPTION EXPIRING 02-DEC-2025 EX $0.50 1,750,000 AR3AN : OPTION EXPIRING 02-DEC-2026 EX $0.50 1,550,000 AR3AO : OPTION EXPIRING 28-FEB-2026 EX $0.47 500,000 AR3AL : OPTION EXPIRING 04-JUL-2025 EX $0.5743 500,000 AR3AE : OPTION EXPIRING 01-DEC-2024 EX $1.44 1,600,000 AR3AJ : OPTION EXPIRING 09-MAY-2025 EX $1.02 1,000,000 AR3AC : OPTION EXPIRING 29-JUN-2024 EX $0.45 6,597,200 AR3AD : OPTION EXPIRING 25-JAN-2025 EX $0.30 6,000,000 AR3AF : OPTION EXPIRING 29-JUL-2025 EX $0.60 2,000,000 AR3AP : OPTION EXPIRING 09-MAY-2025 EX $0.57 8,163,147 New class - code to be confirmed : Unlisted Options, exercisable at $0.435 and expiring on 26 November 2027. 700,000 New class - code to be confirmed : Unlisted Options, exercisable at $0.37 and expiring on 26 November 2026. 1,500,000 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 10 / 12 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities New class - code to be confirmed : Unlisted Options, exercisable at $0.50 and expiring on 26 November 2026. Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 11 / 12 1,500,000 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Part 5 - Other Listing Rule requirements 5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes 5.1a Select the number of the applicable exception in Listing Rule 7.2 14 Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 12 / 12