Performance Rights & Options Terms & Conditions
Released
Released
Announcement PDF
ASX:WCE ANNOUNCEMENT
31 July 2025
PERFORMANCE RIGHTS & OPTIONS
TERMS AND CONDITIONS
West Coast Silver Limited (ASX: WCE) (‘West Coast Silver’ or the ‘Company’) advises the terms and
conditions of the 1,000,000 performance rights (“PRs”) and 100,000 unlisted options issued under the
Company’s Employee Incentive Securities Plan approved by shareholders at the Company’s General
Meeting held on 19 May 2025.
This ASX announcement has been authorised for release by the Board of Directors of West Coast
Silver Limited. For further information, please contact:
Bruce Garlick
Executive Director
West Coast Silver Limited
E: info@westcoastsilver.com.au
WEST COAST SILVER LIMITED
ASX | WCE
ACN: 155 472 834
REGISTERED OFFICE
Level 2, 10 Ord Street
West Perth, WA 6005
PO Box 1227, West Perth
WA 6872, Australia
info@westcoastsilver.com.au
+61 8 9322 3383
westcoastsilver.com.au
ASX:WCE ANNOUNCEMENT
31 July 2025
TERM AND CONDITIONS OF THE PERFORMANCE RIGHTS
The terms and conditions of the New PRs are set out below:
1.
Entitlement
Each Performance Right entitles the holder to subscribe for one Share upon exercise of the
Performance Right.
2.
Consideration
The Performance Rights will be issued for nil consideration and no consideration will be payable
upon the conversion of the Performance Rights into Shares.
3.
Vesting Conditions
The Performance Rights shall vest as follows:
VESTING CONDITION
Class A: 1/2 of the Performance Rights will vest on a Share price of $0.12*.
Class B: 1/2 of the Performance Rights will vest on a Share price of $0.20*.
each, a Vesting Condition.
* Each Share price is determined over a 20-day VWAP.
4.
Expiry Date
The Performance Rights, whether vested or unvested, will expire on the earlier to occur of:
(a)
the Performance Right lapsing and being forfeited under the Plan; and
(b)
5:00 pm WST on 30 July 2027, being the date that is 2 years from the date of issue,
(Expiry Date).
For the avoidance of doubt, any unexercised Performance Rights will automatically lapse on the
Expiry Date.
5.
Cessation of
Employment
Any unvested Performance Rights will automatically be forfeited on the termination or cessation of
the holder’s employment for any reason, subject to the Board’s overriding discretion to determine
an alternate treatment.
6.
Notice of Vesting
A Performance Right will vest when a vesting notice is given to the holder.
7.
Exercise Period
The Performance Rights are exercisable at any time on and from the satisfaction of the Vesting
Conditions until the Expiry Date (Exercise Period).
8.
Exercise Notice
The Performance Rights may be exercised during the Exercise Period by:
(a) in whole or in part; and
(b) a written notice of exercise of Performance Rights specifying the number of Performance
Rights being exercised (Exercise Notice).
9.
Quotation of
Performance Rights
The Performance Rights will not be quoted on ASX.
10.
Timing of issue of
shares on exercise
Subject to applicable law, within five Business Days after the valid exercise of Performance Rights
by the holder, the Company will:
(a) issue, allocate or cause to be transferred to the holder the number of Shares to which the
holder is entitled;
(b) if required, issue a substitute certificate for any remaining unexercised Performance Rights
held by the holder; and
(c) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in
accordance with the ASX Listing Rules and subject to the expiry of any restriction period that
applies to the Shares under the Corporations Act or the ASX Listing Rules.
11.
Restriction on transfer
of shares on exercise
Shares issued on exercise of the Performance Rights are subject to the following restrictions:
(a) if the Company is required but is unable to give ASX a notice that complies with section
708A(5)(e) of the Corporations Act, Shares issued on exercise of the Performance Rights may
not be traded until 12 months after their issue unless the Company, at its sole discretion, elects
to issue a prospectus pursuant to section 708A(11) of the Act;
(b) all Shares issued on exercise of the Performance Rights are subject to restrictions imposed by
applicable law on dealing in Shares by persons who possess material information likely to
affect the value of the Shares and which is not generally available; and
(c) all Shares issued on exercise of the Performance Rights are subject to the terms of the
Company’s Securities Trading Policy.
12.
Shares issued on
exercise
WEST COAST SILVER LIMITED
Shares issued on exercise of the Performance Rights rank equally with the then issued shares of
the Company.
ASX | WCE
Page 2
ASX:WCE ANNOUNCEMENT
31 July 2025
13.
Change of Control
Subject to applicable law, upon:
(a) a bona fide takeover bid under Chapter 6 of the Corporations Act having been made in respect
of the Company and:
(i) having received acceptances for not less than 50.1% of the Company’s Shares on issue;
and
(ii) having been declared unconditional by the bidder; or
(b) a court granting orders approving a 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 or companies,
then, to the extent Performance Rights have not converted into Shares due to satisfaction of the
relevant Vesting Conditions, Performance Rights will accelerate vesting conditions and will
automatically convert into Shares on a one-for-one basis.
14.
Participation in new
issue
Subject always to the rights under paragraphs 16 and 17, holders of Performance Rights will not be
entitled to participate in new issues of capital offered to holders of Shares such as bonus issues
and entitlement issues.
15.
Adjustment for Bonus
Issue for shares
If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends
or by way of dividend reinvestment), the holder of Performance Rights is entitled, upon exercise of
the Performance Rights, to receive an issue of as many additional Shares as would have been
issued to the holder if the holder held Shares equal in number to the Shares in respect of which the
Performance Rights are exercised.
16.
Reorganisation
If there is a reorganisation of the issued share capital of the Company (including any subdivision,
consolidation, reduction, return or cancellation of such issued capital of the Company), the rights
of the holder will be changed to the extent necessary to comply with the ASX Listing Rules
applicable to a reorganisation of capital at the time of the reorganisation.
17.
Dividend and
voting rights
The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise
required by law) or receive dividends.
18.
Transferability
The Performance Rights cannot be sold, assigned, transferred, have a security interest granted
over or otherwise dealt with unless in accordance with the Plan.
19.
No rights to
return of capital
A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon
a reduction of capital or otherwise.
20.
Rights on winding up
A Performance Right does not entitle the holder to participate in the surplus profits or assets of the
Company upon winding up.
WEST COAST SILVER LIMITED
ASX | WCE
Page 3
ASX:WCE ANNOUNCEMENT
31 July 2025
TERM AND CONDITIONS OF THE OPTIONS
The terms and conditions of the Options are set out below:
2.
Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
3.
Exercise Price
Subject to paragraph 17, the amount payable upon exercise of each Option will be $0.12 (Exercise
Price).
4.
Vesting Condition
The Option will vest twelve (12) months from the date of issue, being 30 July 2026.
5.
Expiry Date
Each Option will expire at 5:00 pm (WST) on the date that is 2 years from the date of issue, being
30 July 2027 (Expiry Date), or the Option lapsing and being forfeited under the Plan.
An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date
6.
Cessation of
Employment
Any unvested Options will automatically be forfeited on the termination or cessation of the
holder’s employment for any reason, subject to the Board’s overriding discretion to determine an
alternate treatment.
7.
Exercise Period
The Options are exercisable at any time on or from the satisfaction of the Vesting Conditions and
prior to the Expiry Date (Exercise Period).
8.
Exercise Notice
The Options may be exercised during the Exercise Period by:
(a) written Exercise Notice of Options specifying the number of Options being exercised (Exercise
Notice); and
(b) payment by electronic funds transfer for the Exercise Price for the number of Options being
exercised; or
(c) via the cashless exercise procedure set out in paragraph 9.
9.
Cashless Exercise
Subject to Board approval, in lieu of paying the aggregate Exercise Price for the number of Options
specified in the Exercise Notice, the holder of the Options may elect a cashless exercise
(Cashless Exercise) whereby the Board will issue to the holder that number of Shares (rounded
down to the nearest whole number) calculated in accordance with the following formula:
S=O*
Where:
(MVS-EP)
MVS
•
S = number of Shares to be issued on the exercise of the Options.
•
O = number of Options being exercised.
•
MVS = market value of shares, being the volume weighted average price per Share traded on
the ASX over the five trading days immediately preceding the date of exercise.
• EP = Exercise Price of the Options.
For the avoidance of doubt, if the sum of the above calculation is zero or negative, then the holder
will not be entitled to use Cashless Exercise.
10.
Exercise Date
An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise
Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised
in cleared funds (Exercise Date).
11.
Timing of issue of
shares on exercise
Within five Business Days after the Exercise Date, the Company will:
(a) issue the number of Shares required under these terms and conditions in respect of the
number of Options specified in the Exercise Notice and for which cleared funds have been
received by the Company;
(b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or,
if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in
accordance with the Corporations Act and do all such things necessary to satisfy section
708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require
disclosure to investors; and
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares
issued pursuant to the exercise of the Options.
If a notice delivered under 11(b) for any reason is not effective to ensure that an offer for sale of the
Shares does not require disclosure to investors, the Company must, no later than 20 Business
Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus
prepared in accordance with the Corporations Act and do all such things necessary to satisfy
section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not
require disclosure to investors.
WEST COAST SILVER LIMITED
ASX | WCE
Page 4
ASX:WCE ANNOUNCEMENT
31 July 2025
12.
Restrictions on Transfer Shares issued on exercise of the Options are subject to the following restrictions:
of Shares on exercise
(a) if the Company is required but is unable to give ASX a notice that complies with section
708A(5)(e) of the Corporations Act, Shares issued on exercise of the Options may not be traded
until 12 months after their issue unless the Company, at its sole discretion, elects to issue a
prospectus pursuant to section 708A(11) of the Act;
(b) all Shares issued on exercise of the Options are subject to restrictions imposed by applicable
law on dealing in Shares by persons who possess material information likely to affect the value
of the Shares and which is not generally available; and
(c) all Shares issued on exercise of the Options are subject to the terms of the Company’s
Securities Trading Policy.
13.
Shares issued on
exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
14.
Change of control
Subject to the applicable law, upon:
(a) a bona fide takeover bid under Chapter 6 of the Corporations Act having been made in respect
of the Company and:
(i) having received acceptances for not less than 50.1% of the Company’s Shares on issue;
and
(ii) having been declared unconditional by the bidder; or
(b) a court granting orders approving a 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 or companies,
then, to the extent Options have not converted into Shares due to satisfaction of the relevant
Vesting Conditions, Options will accelerate vesting conditions and will automatically convert into
Shares on a one-for-one basis.
15.
Participation in New
Issues
There are no participation rights or entitlements inherent in the Options and holders will not be
entitled to participate in new issues of capital offered to Shareholders during the currency of the
Options without exercising the Options.
16.
Adjustment for bonus
issue of Shares
If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends
or by way of dividend reinvestment), the holder of Options is entitled, upon exercise of the Options,
to receive an issue of as many additional Shares as would have been issued to the holder if the
holder held Shares equal in number to the Shares in respect of which the Options are exercised.
17.
Reorganisation
If there is a reorganisation of the issued share capital of the Company (including any subdivision,
consolidation, reduction, return or cancellation of such issued capital of the Company), the rights
of the holder will be changed to the extent necessary to comply with the ASX Listing Rules
applicable to a reorganisation of capital at the time of the reorganisation.
18.
Change in Exercise
Price
An Option does not confer the right to a change in Exercise Price or a change in the number of
underlying securities over which the Option can be exercised.
19.
Transferability
The Options are transferable subject to any restriction or escrow arrangements imposed by ASX
or under applicable Australian securities laws.
WEST COAST SILVER LIMITED
ASX | WCE
Page 5
Share your feedback
Discover