Dynamic Metals Grants 33,684 Class E Performance Rights to Executive Karen Wellman Following Shareholder Approval

Dynamic Metals Introduces Class E Performance Rights as Part of Employee Incentive Program

Dynamic Metals Limited has officially informed the market of issuing 33,684 Class E Performance Rights under its employee incentive scheme, establishing a new category of unquoted securities. The rights were granted on 30 June 2026, with the ASX notification filed the next day. As unquoted instruments, these performance rights will not be traded on the ASX and are designed as incentive awards rather than marketable equity securities.

This issuance complies with Listing Rule 7.2, Exception 14, meaning no further shareholder approval was required beyond that obtained at the November 2025 AGM. This regulatory provision facilitates streamlined issuance of securities under approved employee incentive schemes, ensuring compliance while simplifying administrative procedures.

Shareholder Consent for Karen Wellman’s Performance Rights Granted at November 2025 AGM

The allocation of performance rights to Karen Wellman was approved by shareholders at Dynamic Metals’ Annual General Meeting held on 20 November 2025, reflecting a governance requirement under ASX Listing Rules for equity issuances involving key management personnel. This approval promotes transparency and accountability in executive remuneration.

The seven-month interval between shareholder approval and the 30 June 2026 issue date indicates the rights were structured with specific timing conditions aligned with the company’s incentive framework. The announcement did not disclose detailed vesting conditions, performance criteria, or expiry dates for the Class E Performance Rights; investors are advised to consult the material terms document lodged with the ASX for further information.

Registered Holder of Performance Rights is Toby Wellman ATF Serpentine Investment Trust

Although the performance rights are granted to Karen Wellman in her capacity as key management personnel, the registered holder is recorded as Toby Wellman ATF Serpentine Investment Trust. Holding securities through a related trust is a common and legally accepted practice in Australian corporate governance, often used for estate planning, tax management, or administrative reasons.

Dynamic Metals confirmed the securities were issued to a KMP or associate, fulfilling ASX disclosure requirements. The beneficial ownership remains with Karen Wellman despite the trust-based registered holding. The company did not provide additional details about Karen Wellman’s role within Dynamic Metals in this update.

Class E Performance Rights Expand Dynamic Metals’ Unquoted Securities Portfolio

Before this issuance, Dynamic Metals held several unquoted securities classes, including Class A Performance Rights (175,000), Class B Performance Rights (99,338), Class C Performance Rights (78,431), Class D Performance Rights (600,000), and options expiring 21 November 2028 with an exercise price of $0.495 (3,000,000). The addition of 33,684 Class E Performance Rights introduces a distinct new class, with ASX security code yet to be assigned.

The relatively small size of the Class E grant compared to other classes suggests a targeted individual award rather than a broad scheme allocation. The creation of a new class likely reflects differing vesting terms, performance metrics, or measurement periods compared to existing performance rights.

Dynamic Metals’ Quoted Share Capital Remains at 52,476,936 Ordinary Fully Paid Shares

The issuance of Class E Performance Rights does not affect Dynamic Metals’ current quoted share capital. As stated in Part 4 of the Appendix 3G, total quoted ordinary fully paid shares remain at 52,476,936. Since performance rights are unquoted and convert to shares only upon meeting vesting conditions, no immediate dilution occurs.

Investors should note that upon vesting and conversion of Class E Performance Rights, alongside other unquoted instruments including Classes A to D and options, the fully diluted share count would increase significantly. The fully diluted share capital would approximate 53,462,389 shares plus the 33,684 Class E rights, pending formal ASX code confirmation. No specific vesting or conversion timelines were disclosed.

Implications of the Appendix 3G Filing for Investors

The Appendix 3G is an ASX regulatory form used to report the issue or conversion of unquoted equity securities, such as performance rights granted under employee incentive schemes. This filing is a compliance notification rather than a capital raising announcement, confirming Dynamic Metals’ adherence to continuous disclosure obligations.

For investors, the filing provides transparent disclosure of equity-based remuneration granted to key management personnel, facilitating assessment of management incentive alignment, potential dilution, and governance standards. The timely filing, one day after the issue date, reflects the company’s commitment to regulatory compliance.

Performance Rights as a Management Incentive: Aligning Interests at Dynamic Metals

Performance rights are a common long-term incentive tool among Australian listed companies, especially in the resources and mining sector. Unlike options, performance rights generally have no exercise price and convert to ordinary shares at no cost upon meeting specified vesting conditions, which may include service duration, financial targets, or share price milestones. The company did not disclose the specific vesting or performance conditions for the Class E rights in this announcement.

By awarding performance rights instead of fixed cash compensation, Dynamic Metals aims to align management’s financial outcomes with shareholder value. If performance criteria are unmet, the rights lapse without conversion, protecting shareholders from dilution unless agreed standards are achieved. Detailed terms are available in the material terms document referenced in the Appendix 3G filing.

Upcoming Developments for Investors Regarding Class E Performance Rights

The next step is the formal assignment of an ASX security code for the Class E Performance Rights. The current notification lists the class as "New class — code to be confirmed," standard for newly created securities awaiting ASX processing. Once assigned, the code will be added to Dynamic Metals’ unquoted securities registry alongside existing codes DYMAD, DYMAE, DYMAF, DYMAG, and DYMAH.

Investors and analysts should also watch for future announcements about vesting or conversion events across Dynamic Metals’ unquoted instruments. Such events would increase quoted share capital and cause dilution. No expected vesting or conversion dates were provided, so ongoing monitoring of company disclosures is recommended.

Contextualizing Dynamic Metals’ Capital Structure and Governance Approach

Operating in the Australian resources sector, Dynamic Metals employs a multi-class performance rights framework typical of ASX-listed exploration and development companies seeking to attract and retain skilled management. The existence of five performance rights classes (A through E) alongside a significant option grant indicates a phased long-term incentive program with potentially varied terms tailored to recipients or milestones.

The shareholder approval in November 2025 and issuance six months later demonstrate a deliberate and compliant approach to key management remuneration. The announcement’s immediate impact on share price was not evident, as such issuances are generally administrative rather than operational. Investors should consider the cumulative unquoted securities when evaluating Dynamic Metals’ long-term dilution potential.